TRINITY INDUSTRIES INC
INDENTURE
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>d14801exv10w9.txt
<DESCRIPTION>INDENTURE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.9
                            TRINITY INDUSTRIES, INC.,

                                   as Company,

             EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

                                  as Guarantors

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   as Trustee

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

                          6 1/2% Senior Notes due 2014

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

                                    INDENTURE

                           Dated as of March 10, 2004

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                     Indenture Section
<S>                                                                               <C>
310(a)(1)...................................................................       7.10
   (a)(2)...................................................................       7.10
   (a)(3)...................................................................       N.A.
   (a)(4)...................................................................       N.A.
   (a)(5)...................................................................       7.10
   (b)......................................................................       7.8; 7.10; 11.2
   (c)......................................................................       N.A.
311(a)......................................................................       7.11
   (b)......................................................................       1.3; 7.11
   (c)......................................................................       N.A.
312(a)......................................................................       2.5
   (b)......................................................................       11.3
   (c)......................................................................       11.3
313(a)......................................................................       7.6
   (b)(1)...................................................................       N.A.
   (b)(2)...................................................................       7.6
   (c)......................................................................       7.6; 11.2
   (d)......................................................................       7.6
314(a)......................................................................       4.4; 4.5; 11.2
   (b)......................................................................       N.A.
   (c)(1)...................................................................       11.4
   (c)(2)...................................................................       11.4
   (c)(3)...................................................................       N.A.
   (d)......................................................................       N.A.
   (e)......................................................................       11.5
   (f)......................................................................       N.A.
315(a)......................................................................       7.1(2)
   (b)......................................................................       7.5; 11.2
   (c)......................................................................       7.1(1)
   (d)......................................................................       7.1(3)
   (e)......................................................................       6.11
316(a)(last sentence).......................................................       2.9
   (a)(1)(A)................................................................       6.5
   (a)(1)(B)................................................................       6.4
   (a)(2)...................................................................       N.A.
   (b)......................................................................       6.7
317(a)(1)...................................................................       6.8
   (a)(2)...................................................................       6.9
   (b)......................................................................       2.4
318(a)......................................................................       11.1
   (c)......................................................................       11.1
</TABLE>

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                                    ARTICLE 1

                                          DEFINITIONS AND INCORPORATION

                                                   BY REFERENCE

Section 1.1.        Definitions..................................................................................     1
Section 1.2.        Other Definitions............................................................................    22
Section 1.3.        Incorporation by Reference of Trust Indenture Act............................................    23
Section 1.4.        Rules of Construction........................................................................    24

                                                    ARTICLE 2

                                                    THE NOTES

Section 2.1.        Form and Dating..............................................................................    24
Section 2.2.        Execution and Authentication.................................................................    25
Section 2.3.        Registrar and Paying Agent...................................................................    26
Section 2.4.        Paying Agent To Hold Money in Trust..........................................................    26
Section 2.5.        Holder Lists.................................................................................    26
Section 2.6.        Transfer and Exchange........................................................................    26
Section 2.7.        Replacement Notes............................................................................    27
Section 2.8.        Outstanding Notes............................................................................    28
Section 2.9.        Treasury Notes...............................................................................    28
Section 2.10.       Temporary Notes..............................................................................    28
Section 2.11.       Cancellation.................................................................................    29
Section 2.12.       Defaulted Interest...........................................................................    29
Section 2.13.       Persons Deemed Owners........................................................................    29
Section 2.14.       CUSIP Numbers................................................................................    29
Section 2.15.       Book-Entry Provisions for Global Notes.......................................................    30
Section 2.16.       Special Transfer and Exchange Provisions.....................................................    31
Section 2.17.       Issuance of Additional Notes.................................................................    34

                                                    ARTICLE 3

                                                    REDEMPTION

Section 3.1.        Notices to Trustee...........................................................................    34
Section 3.2.        Selection of Notes To Be Redeemed............................................................    35
Section 3.3.        Notice of Redemption.........................................................................    35
Section 3.4.        Effect of Notice of Redemption...............................................................    36
Section 3.5.        Deposit of Redemption Price..................................................................    36
Section 3.6.        Notes Redeemed in Part.......................................................................    36
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Section 3.7.        Optional Redemption..........................................................................    36
Section 3.8.        Limitations..................................................................................    37

                                                    ARTICLE 4

                                                    COVENANTS

Section 4.1.        Payment of Principal and Interest............................................................    37
Section 4.2.        Maintenance of Office or Agency for Notices and Demands......................................    38
Section 4.3.        Insurance Matters............................................................................    38
Section 4.4.        SEC Reports..................................................................................    38
Section 4.5.        Compliance Certificate.......................................................................    39
Section 4.6.        Corporate Existence..........................................................................    39
Section 4.7.        Payment of Taxes and Other Claims............................................................    39
Section 4.8.        Appointments To Fill Vacancies in Trustee's Office...........................................    40
Section 4.9.        Limitation on Indebtedness...................................................................    40
Section 4.10.       Limitation on Unrestricted Subsidiaries......................................................    43
Section 4.11.       Limitation on Restricted Payments............................................................    44
Section 4.12.       Limitation on Restrictions on Distributions from Restricted Subsidiaries. ...................    46
Section 4.13.       Limitation on Sales of Assets................................................................    47
Section 4.14.       Limitation on Affiliate Transactions.........................................................    48
Section 4.15.       Change of Control............................................................................    49
Section 4.16.       Limitation on Liens..........................................................................    50
Section 4.17.       Limitation on Sale/Leaseback Transactions....................................................    50
Section 4.18.       Subsidiary Guarantees........................................................................    51
Section 4.19.       Further Instruments and Acts.................................................................    51
Section 4.20.       Suspension of Covenants......................................................................    51

                                                    ARTICLE 5

                                                SUCCESSOR COMPANY

Section 5.1.        Merger and Consolidation.....................................................................    52
Section 5.2.        Successor Corporation Substituted............................................................    52

                                                    ARTICLE 6

                                              DEFAULTS AND REMEDIES

Section 6.1.        Events of Default............................................................................    53
Section 6.2.        Acceleration.................................................................................    54
Section 6.3.        Other Remedies...............................................................................    55
Section 6.4.        Waiver of Past Defaults......................................................................    55
Section 6.5.        Control by Majority..........................................................................    56
Section 6.6.        Limitation on Suits..........................................................................    56
Section 6.7.        Rights of Holders To Receive Payment.........................................................    56
</TABLE>

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Section 6.8.        Collection Suit by Trustee...................................................................    56
Section 6.9.        Trustee May File Proofs of Claim.............................................................    57
Section 6.10.       Priorities...................................................................................    57
Section 6.11.       Undertaking for Costs........................................................................    57
Section 6.12.       Waiver of Stay or Extension Laws.............................................................    58

                                                    ARTICLE 7

                                                     TRUSTEE

Section 7.1.        Duties of Trustee............................................................................    58
Section 7.2.        Rights of Trustee............................................................................    59
Section 7.3.        Individual Rights of Trustee.................................................................    60
Section 7.4.        Trustee's Disclaimer.........................................................................    60
Section 7.5.        Notice of Defaults...........................................................................    60
Section 7.6.        Reports by Trustee to Holders................................................................    60
Section 7.7.        Compensation and Indemnity...................................................................    61
Section 7.8.        Replacement of Trustee.......................................................................    61
Section 7.9.        Successor Trustee by Merger, etc.............................................................    62
Section 7.10.       Eligibility; Disqualification................................................................    62
Section 7.11.       Preferential Collection of Claims Against Company............................................    63

                                                    ARTICLE 8

                                     LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.        Option To Effect Legal Defeasance or Covenant Defeasance.....................................    63
Section 8.2.        Legal Defeasance and Discharge...............................................................    63
Section 8.3.        Covenant Defeasance..........................................................................    64
Section 8.4.        Conditions to Legal or Covenant Defeasance...................................................    64
Section 8.5.        Deposited Money and U.S. Government Obligations
                    To Be Held in Trust; Other Miscellaneous Provisions..........................................    66
Section 8.6.        Repayment to the Company.....................................................................    66
Section 8.7.        Reinstatement................................................................................    67
Section 8.8.        Termination of Obligations upon Cancellation of the Notes....................................    67
Section 8.9.        Survival of Certain Obligations..............................................................    68

                                                    ARTICLE 9

                                                    AMENDMENTS

Section 9.1.        Without Consent of Holders...................................................................    68
Section 9.2.        With Consent of Holders......................................................................    69
Section 9.3.        Compliance with Trust Indenture Act..........................................................    70
Section 9.4.        Revocation and Effect of Consents............................................................    70
Section 9.5.        Notation on or Exchange of Notes.............................................................    71
</TABLE>

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Section 9.6.        Trustee To Sign Amendments, etc..............................................................    71

                                                    ARTICLE 10

                                                    GUARANTEES

Section 10.1.       Subsidiary Guarantee.........................................................................    71
Section 10.2.       Execution and Delivery of Subsidiary Guarantee...............................................    72
Section 10.3.       Limitation of Subsidiary Guarantee...........................................................    73
Section 10.4.       Waiver of Subrogation........................................................................    73
Section 10.5.       Release of Subsidiary Guarantee..............................................................    74
Section 10.6.       Contribution from Other Guarantors...........................................................    74

                                                    ARTICLE 11

                                                  MISCELLANEOUS

Section 11.1.       Trust Indenture Act Controls.................................................................    74
Section 11.2.       Notices......................................................................................    74
Section 11.3.       Communication by Holders with Other Holders..................................................    76
Section 11.4.       Certificate and Opinion as to Conditions Precedent...........................................    76
Section 11.5.       Statements Required in Certificate or Opinion................................................    76
Section 11.6.       Rules by Trustee and Agents..................................................................    76
Section 11.7.       No Recourse Against Others...................................................................    77
Section 11.8.       Governing Law................................................................................    77
Section 11.9.       No Adverse Interpretation of Other Agreements................................................    77
Section 11.10.      Successors...................................................................................    77
Section 11.11.      Severability.................................................................................    77
Section 11.12.      Counterpart Originals........................................................................    77
Section 11.13.      Variable Provisions..........................................................................    77
Section 11.14.      Provisions of Indenture for the Sole Benefit of Parties and Holders. ........................    78
Section 11.15.      Table of Contents, Headings, etc.............................................................    78
Section 11.16.      No Personal Liability of Directors, Officers, Employees, Incorporator and Stockholders. .....    78

SIGNATURES.......................................................................................................    69

EXHIBIT A               FORM OF NOTE
EXHIBIT B               FORM OF EXCHANGE NOTE
EXHIBIT C               FORM OF LEGEND FOR GLOBAL NOTES
EXHIBIT D               FORM OF TRANSFER CERTIFICATE FOR INSTITUTIONAL
                        ACCREDITED INVESTORS
EXHIBIT E               FORM OF CERTIFICATE FOR REGULATION S TRANSFERS
EXHIBIT F               FORM OF SUBSIDIARY GUARANTEE
</TABLE>

                                      -iv-
<PAGE>

                  INDENTURE, dated as of March 10, 2004 among Trinity
Industries, Inc., a Delaware corporation (the "Company"), the Guarantors from
time to time party hereto and Wells Fargo Bank, National Association, a national
banking corporation, as trustee, (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's 6
1/2% Senior Notes due 2014 (the "Notes"):

                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

                  Section 1.1. Definitions.

                  "Additional Assets" means

                  (i)      any property or assets (other than Indebtedness and
         Capital Stock) to be used by the Company or a Restricted Subsidiary in
         a Related Business;

                  (ii)     the Capital Stock of a Person that becomes a
         Restricted Subsidiary as a result of the acquisition of such Capital
         Stock by the Company or another Restricted Subsidiary; or

                  (iii)    Capital Stock constituting a minority interest in any
         Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clauses (ii)
or (iii) above is primarily engaged in a Related Business.

                  "Additional Notes" means, subject to the Company's compliance
with Section 4.9, 6 1/2% Senior Notes due 2014 issued from time to time after
the Issue Date under the terms of this Indenture (other than issuances pursuant
to Section 2.7, 2.10, 3.6, 4.13, 4.15 or 9.5 of this Indenture and other than
Exchange Notes issued pursuant to an exchange offer for other Notes outstanding
under this Indenture).

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                  "Agent" means any Registrar or Paying Agent or authenticating
agent or co-registrar.

                  "Asset Disposition" means any direct or indirect sale, lease
(other than an operating lease or sublease entered into in the ordinary course
of business), transfer or other disposition

<PAGE>

(or series of related sales, leases, transfers or dispositions that are part of
a common plan) by the Company or any Restricted Subsidiary (other than any
Leasing Subsidiary), including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of (i) any shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares or shares
required by applicable law to be held by a Person other than the Company or a
Restricted Subsidiary), (ii) all or substantially all the assets of any division
or line of business of the Company or any Restricted Subsidiary, or (iii) any
other assets of the Company or any Restricted Subsidiary outside of the ordinary
course of business of the Company or such Restricted Subsidiary (other than, in
the case of (i), (ii) and (iii) above, (x) a disposition by a Restricted
Subsidiary to the Company or by the Company or a Subsidiary to a Wholly Owned
Subsidiary or a Guarantor and (y) for purposes of Section 4.13 only, a
disposition that constitutes a Restricted Payment permitted under Section 4.11;
provided, however, that the following shall not be deemed an Asset Disposition:
(A) a transaction or series of related transactions consummated after the Issue
Date for which the Company or its Restricted Subsidiaries receives aggregate
consideration of less than $5.0 million during any consecutive 12-month period;
provided that such sale or disposition also complies with Section 4.13(i) and
(B) transactions permitted under Section 5.1.

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of numbers of years from the date of
determination of the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by (ii) the sum of all
such payments.

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

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capital Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

                                      -2-
<PAGE>

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock.

                  "Cash Equivalents" means, at any time,

                  (i)      any evidence of Indebtedness with a maturity of one
         year or less from the date of acquisition issued or directly and fully
         guaranteed or insured by the United States of America or any agency or
         instrumentality thereof (provided that the full faith and credit of the
         United States of America is pledged in support thereof);

                  (ii)     demand deposits, trust accounts, time deposits,
         overnight bank deposits, certificates of deposit or acceptances with a
         maturity of one year or less from the date of acquisition of any
         financial institution that is a member of the Federal Reserve System
         having combined capital and surplus and undivided profits of not less
         than $300.0 million and whose short-term debt has a rating, at the time
         when any investment therein is made, of at least "A-1" (or subsequent
         equivalent rating) by S&P or at least P-1 (or subsequent equivalent
         rating) by Moody's;

                  (iii)    commercial paper with a maturity of one year or less
         from the date of acquisition issued by a corporation that is not an
         Affiliate of the Company organized under the laws of any state of the
         United States or the District of Columbia and rated at least A-2 (or
         subsequent equivalent rating) by S&P or at least P-2 (or subsequent
         equivalent rating) by Moody's;

                  (iv)     repurchase agreements and reverse repurchase
         agreements with terms of more than 30 days relating to obligations of
         the types described in clause (i) above entered into with a financial
         institution of the type described in clause (ii) above;

                  (v)      interests in money market funds which invest at least
         95% or more of their assets in securities of the type described in
         clauses (i) and (iv) above; and

                  (vi)     foreign equivalents of the items described in clauses
         (i) through (v) above.

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

                  (i)      any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
         for purposes of this clause (i) such person shall be deemed to have
         "beneficial ownership" of all shares that any such person has the right
         to acquire, whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of more than 50% of the
         total voting power of the Voting Stock of the Company;

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

                                      -3-
<PAGE>

                  (iii)    the Company conveys, transfers or leases all or
         substantially all its assets to any person or group, in one transaction
         or a series of transactions other than any conveyance, transfer or
         lease between the Company and a Wholly Owned Subsidiary; or

                  (iv)     the stockholders of the Company shall approve any
         plan or proposal for the liquidation or dissolution of the Company.

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

                  "Company" means Trinity Industries, Inc., a Delaware
corporation, until a successor replaces it in accordance with Article 5.

                  "Consolidated Assets" as of any date of determination means
the total amount of assets which would appear on a consolidated balance sheet of
the Company and its consolidated Restricted Subsidiaries (other than Leasing
Subsidiaries), determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of EBITDA for the four most recent
fiscal quarters for which the Company has filed financial statements with the
SEC pursuant to the requirements of the Exchange Act prior to the date of such
determination to (ii) Consolidated Interest Expense for such four fiscal
quarters; provided, however, that:

                  (1)      if the Company or any Restricted Subsidiary has
         Incurred any Indebtedness since the beginning of such period that
         remains outstanding or if the transaction giving rise to the need to
         calculate the Consolidated Coverage Ratio is an Incurrence of
         Indebtedness, or both, EBITDA and Consolidated Interest Expense for
         such period shall be calculated after giving effect on a pro forma
         basis to such Indebtedness as if such Indebtedness has been Incurred on
         the first day of such period and the discharge of any other
         Indebtedness repaid, repurchased, defeased or otherwise discharged with
         the proceeds of such new Indebtedness or otherwise, as if such
         discharge had occurred on the first day of such period, except that, in
         making such calculation, Indebtedness Incurred under a revolving credit
         or similar arrangement to finance seasonal fluctuations in working
         capital needs shall be computed on the average daily balance of such
         Indebtedness during such period unless such Indebtedness is projected
         in the reasonable judgment of senior management of the Company to
         remain outstanding for a period in excess of 12 months from the date of
         Incurrence of such Indebtedness, in which case such Indebtedness will
         be assumed to have been Incurred on the first day of such coverage
         period;

                  (2)      if since the beginning of such period the Company or
         any Restricted Subsidiary shall have made any Asset Disposition, the
         EBITDA for such period shall be reduced by an amount equal to the
         EBITDA (if positive) directly attributable to the assets which are the
         subject of such Asset Disposition for such period, or increased by an
         amount equal to the EBITDA (if negative) directly attributable thereto
         for such period and Consolidated Interest Expense for such period shall
         be reduced by an amount equal to the Consolidated Interest Expense
         directly attributable to any Indebtedness of the Company or any
         Restricted Subsidiary repaid, repurchased, defeased or otherwise

                                      -4-
<PAGE>

         discharged with respect to the Company and its continuing Restricted
         Subsidiaries in connection with such Asset Disposition for such period
         (or, if the Capital Stock of any Restricted Subsidiary is sold, the
         Consolidated Interest Expense for such period directly attributable to
         the Indebtedness of such Restricted Subsidiary to the extent the
         Company and its continuing Restricted Subsidiaries are no longer liable
         for such Indebtedness after such sale);

                  (3)      if since the beginning of such period the Company or
         any Restricted Subsidiary (by merger or otherwise) shall have made an
         Investment in any person which becomes a Restricted Subsidiary or an
         acquisition of assets, including any acquisition of assets occurring in
         connection with a transaction causing a calculation to be made
         hereunder, which constitutes all or substantially all of an operating
         unit of a business (and for which financial information is available
         sufficient to permit calculations of EBITDA for such operating unit),
         EBITDA and Consolidated Interest Expense for such period shall be
         calculated after giving pro forma effect thereto (including the
         Incurrence of any Indebtedness) as if such Investment or acquisition
         occurred on the first day of such period; and

                  (4)      if since the beginning of such period any Person
         (that subsequently became a Restricted Subsidiary or was merged with or
         into the Company or any Restricted Subsidiary since the beginning of
         such period) shall have made any Asset Disposition, any Investment or
         acquisition of assets that would have required an adjustment pursuant
         to clause (2) or (3) above if made by the Company or a Restricted
         Subsidiary during such period, EBITDA and Consolidated Interest Expense
         for such period shall be calculated after giving pro forma effect
         thereto as if such Asset Disposition, Investment or acquisition
         occurred on the first day of such period.

                  For purposes of this definition, whenever pro forma effect is
to be given to an acquisition of assets, the amount of income or earnings
relating thereto, and the amount of Consolidated Interest Expense associated
with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible financial or
accounting officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the date of determination had
been the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if such Hedging Obligations have a
remaining term in excess of 12 months). If any Indebtedness that bears interest
at a rate chosen at the option of the Company is being given pro forma effect,
the interest rate shall be calculated by applying such optional rate chosen by
the Company.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, plus (x) to the extent not included in such total interest
expense, and to the extent Incurred by the Company or its Restricted
Subsidiaries:

                  (i)      interest expense attributable to capital leases,

                  (ii)     amortization of debt discount and debt issuance cost
         (excluding debt issuance cost relating to the Notes);

                                      -5-
<PAGE>

                  (iii)    capitalized interest;

                  (iv)     non-cash interest payments;

                  (v)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing;

                  (vi)     net costs under Hedging Obligations (including
         amortization of fees);

                  (vii)    dividends in respect of all Preferred Stock held by
         Persons other than the Company or a Wholly Owned Subsidiary other than
         dividends paid in Qualified Capital Stock of the Company;

                  (viii)   interest Incurred in connection with Investments in
         discontinued operations; and

                  (ix)     interest actually paid by the Company or any of its
         consolidated Restricted Subsidiaries under any Guarantee of
         Indebtedness of any Person

and minus (y) to the extent included in such total interest expense, any
amortization by the Company and its consolidated Restricted Subsidiaries of (i)
capitalized interest or (ii) commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing.
Notwithstanding the foregoing, Consolidated Interest Expense as defined above
shall not include interest expense or other costs attributable to Non-Recourse
Leasing Indebtedness.

                  "Consolidated Net Income" means, for any period, the net
income of the Company and its consolidated Restricted Subsidiaries determined in
accordance with GAAP; provided, however, that there shall not be included in
such Consolidated Net Income:

                  (i)      any net income of any Person if such Person is not a
         Restricted Subsidiary, except that subject to the limitations contained
         in clause (iii) below, the Company's equity in the net income of any
         such Person for such period shall be included in such Consolidated Net
         Income up to the aggregate amount of cash actually distributed by such
         Person during such period to the Company or a Restricted Subsidiary as
         a dividend or other distribution (subject, in the case of a dividend or
         other distribution paid to a Restricted Subsidiary, to the limitations
         contained in clause (ii) below);

                  (ii)     the net income of (x) any Leasing Subsidiary of which
         substantially all of its borrowings constitute Non-Recourse Leasing
         Indebtedness and (y) any other Restricted Subsidiary that is not a
         Guarantor to the extent that, in the case of (y), such Restricted
         Subsidiary is subject to restrictions, directly or indirectly, on the
         payment of dividends or the making of distributions, directly or
         indirectly, to the Company, except that the Company's equity in a net
         loss of any such Restricted Subsidiary for such period shall be
         included in determining such Consolidated Net Income;

                                      -6-
<PAGE>

                  (iii)    any gain or loss realized upon the sale or other
         disposition of any property, plant or equipment of the Company or its
         consolidated Restricted Subsidiaries (including pursuant to any
         sale-and-leaseback arrangement) which is not sold or otherwise disposed
         of in the ordinary course of business and any gain or loss realized
         upon the sale or other disposition of any Capital Stock of any Person;

                  (iv)     extraordinary gains or losses;

                  (v)      the cumulative effect of a change in accounting
         principles;

                  (vi)     any non-cash goodwill or non-cash asset impairment
         charges subsequent to the Issue Date; and

                  (v)      gains or losses arising from the repayment of
         Indebtedness of the Company with the proceeds of the sale of the Notes.

                  "Continuing Directors" means, as of the date of determination,
any member of the Board of Directors of the Company who: (a) was a member of
such Board of Directors on the Issue Date or (b) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have meanings
correlative thereto.

                  "Credit Agreement" means the Amended and Restated Credit
Agreement dated as of March 10, 2004, among the Company, the lenders party
thereto, JPMorgan Chase Bank, as administrative agent (the "Administrative
Agent"), and Dresdner Bank AG, New York and Grand Cayman Branches, and The Royal
Bank of Scotland plc, as syndication agents, as the same may be amended or
modified from time to time, and any agreement or agreements evidencing any
refunding, replacement, refinancing or renewal, in whole or in part, of the
Credit Agreement; provided that such refunding, replacement, refinancing or
renewal shall be effected in the commercial bank or institutional lending
market, and not in the capital markets.

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

                  "Depository" means, with respect to the Notes issued in the
form of one or more Global Notes, The Depository Trust Company, or a successor
thereto, or another Person designated as Depository by the Company, which must
be a clearing agency registered under the Exchange Act.

                  "Disqualified Capital Stock" means, with respect to any
Person, (a) any Capital Stock which by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) or upon
the happening of any event (i) matures or is mandatorily redeemable

                                      -7-
<PAGE>

pursuant to a sinking fund obligation or otherwise, (ii) is convertible or
exchangeable for Indebtedness or Disqualified Capital Stock (excluding
Disqualified Capital Stock which is convertible or exchangeable solely at the
option of the Company or a Restricted Subsidiary into Indebtedness or
mandatorily redeemable Capital Stock, until such Capital Stock is so converted
or exchanged) or (iii) is redeemable at the option of the holder thereof, in
whole or in part, in each case on or prior to the first anniversary of the
Stated Maturity of the Notes or (b) any Capital Stock of a Subsidiary.

                  "EBITDA" for any period means Consolidated Net Income plus the
following to the extent deducted in calculating such Consolidated Net Income:

                  (a)      all consolidated income tax expense of the Company;

                  (b)      Consolidated Interest Expense;

                  (c)      all consolidated depreciation expense or the Company;

                  (d)      all consolidated amortization expense of the Company;
                  and

                  (e)      other noncash charges (except for any such noncash
                  charge to the extent it represents an accrual of or reserve
                  for cash expenditures in a future period) deducted in
                  determining Consolidated Net Income (and not already excluded
                  from the definition of the term "Consolidated Net Income"),

in each case for such period. For avoidance of doubt, EBITDA shall not include
items listed in clauses (a), (c), (d) and (e) above which are attributable to a
Leasing Subsidiary to the extent that net income of such Leasing Subsidiary is
excluded from Consolidated Net Income pursuant to clauses (i) through (v) of the
definition thereof.

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

                  "Exchange Notes" means the 6 1/2% Senior Notes due 2014 to be
issued in exchange for the Notes pursuant to the Registration Rights Agreement.

                  "Fair Market Value" means, with respect to any asset, the
price which could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of which is under
compulsion to complete the transaction. The Fair Market Value of any asset or
assets shall be determined by the Board of Directors of the Company, acting in
good faith, and shall be evidenced by a resolution of such Board of Directors
delivered to the Trustee.

                  "Foreign Subsidiary" means any Restricted Subsidiary that is
not incorporated under the laws of the United States or any political
subdivision thereof and whose business is primarily conducted outside of the
United States.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the date of this Indenture,
including those set forth in the opinions and

                                      -8-
<PAGE>

pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession. All ratios and
computations contained in this Indenture shall be computed in conformity with
GAAP, except to the extent modified therefrom by the terms of such provisions
and related definitions.

                  "Global Notes" means one or more 144A Global Notes, Regulation
S Global Notes and IAI Global Notes.

                  "Guarantee" means:

                  (a)      any obligation, contingent or otherwise, of any
         Person directly or indirectly guaranteeing any Indebtedness of any
         Person; and

                  (b)      any obligation, direct or indirect, contingent or
         otherwise, of such Person:

                  (i)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Indebtedness of such Person (whether
         arising by virtue of partnership arrangements, or by agreements to
         keep-well, to purchase assets, goods, securities or services, to
         take-or-pay, or to maintain financial statement conditions or
         otherwise) or

                  (ii)     entered into for the purpose of assuring in any other
         manner the obligee of such Indebtedness of the payment thereof or to
         protect such obligee against loss in respect thereof (in whole or in
         part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

                  "Guarantor" means each of Transit Mix Concrete & Materials
Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc.,
Trinity Rail Group, LLC, Thrall Trinity Freight Car, Inc., Trinity Tank Car,
Inc. and Trinity Rail Components & Repair, Inc., which constitute all of the
guarantors of the Credit Agreement as of the Issue Date, and any other
subsidiary that becomes a guarantor of the Notes thereafter pursuant to this
Indenture.

                  "Hedging Obligations" means with respect to any Person, the
obligations of such Person in respect of (a) interest rate or currency swap
agreements, interest rate or currency collar agreements or (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates and/or currency exchange rates.

                  "Holder" means the Person in whose name a Note is registered
on the Registrar's books.

                  "IAI Global Note" means a permanent global note in registered
form representing the aggregate principal amount of Notes sold to Institutional
Accredited Investors.

                                      -9-
<PAGE>

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Subsidiary at the time it becomes a Subsidiary. The term "Incurrence"
when used as a noun shall have a correlative meaning.

                  "Indebtedness" of any Person means, without duplication,

                   (i)     the principal of and premium (if any) in respect of

                           (A)      indebtedness of such Person for money

                  borrowed and

                           (B)      indebtedness evidenced by notes, debentures,
                  bonds or other similar instruments for the payment of which
                  such Person is responsible or liable;

                  (ii)     all Capital Lease Obligations of such Person and all
         Attributable Debt in respect of Sale/Leaseback Transactions entered
         into by such Person;

                  (iii)    all obligations of such Person issued or assumed as
         the deferred purchase price of property, all conditional sale
         obligations of such Person and all obligations of such Person under any
         title retention agreement (but excluding trade accounts payable arising
         in the ordinary course of business);

                 (iv)     all obligations of such Person for the reimbursement
         of any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in (i)
         through (iii) above) entered into in the ordinary course of business of
         such Person to the extent such letters of credit are not drawn upon or,
         if and to the extent drawn upon, such drawing is reimbursed no later
         than the third Business Day following receipt by such Person of a
         demand for reimbursement following payment on the letter of credit);

                  (v)      the amount of all obligations of such Person with
         respect to the redemption, repayment or other repurchase of any
         Disqualified Capital Stock (but excluding, in each case, any accrued
         dividends);

                  (vi)     all obligations of the type referred to in clauses
         (i) through (v) of other Persons and all dividends of other Persons for
         the payment of which, in either case, such Person is responsible or
         liable, directly or indirectly, as guarantor or otherwise; and

                  (vii)    all obligations of the type referred to in clauses
         (i) through (vi) of other Persons secured by any Lien on any property
         or asset of such Person (whether or not such obligation is assumed by
         such Person), the amount of such obligation being deemed to be the
         lesser of the value of such property and assets or the amount of the
         obligation so secured.

                  "Indenture" means this Indenture, as may be amended from time
to time.

                                      -10-
<PAGE>

                  "Initial Notes" means (i) the 6 1/2% Senior Notes due 2014 and
(ii) Additional Notes, if any, issued in the form of 6 1/2% Senior Notes due
2014 of the Company, including those issued in a transaction exempt from the
registration requirements of the Securities Act.

                  "Initial Purchasers" means J.P. Morgan Securities Inc., Credit
Suisse First Boston LLC, Dresdner Kleinwort Wasserstein Securities LLC, The
Royal Bank of Scotland plc, BNP Paribas Securities Corp., Scotia Capital (USA)
Inc., Wachovia Securities LLC and Tokyo-Mitsubishi International plc.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "interest" means any interest hereunder and any additional
interest under the Registration Rights Agreement.

                  "Interest Payment Date" means each semiannual interest payment
date on March 15 and September 15 of each year, commencing September 15, 2004.

                  "Interest Record Date" for the interest payable on any
Interest Payment Date (except a date for payment of defaulted interest) means
the March 1 or September 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.

                  "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers, including Leasing Subsidiaries,
in the ordinary course of business that are recorded as accounts receivable on
the balance sheet of such Person) or other extension of credit (including by way
of Guarantee or similar arrangement) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of the definition of "Unrestricted Subsidiary," the definition of
"Restricted Payment" and Section 4.11, "Investment" shall include the portion
(proportionate to the Company or any Restricted Subsidiary's equity interest in
such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of
the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive)
equal to (x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Company or any
Restricted Subsidiary's equity interest in such Subsidiary) of the Fair Market
Value of the net assets of such Subsidiary at the time of such redesignation;
and (ii) any property transferred to or from an Unrestricted Subsidiary shall be
valued at its Fair Market Value at the time of such transfer.

                  "Investment Grade" means Baa3 or higher by Moody's and BBB- or
higher by S&P.

                  "Issue Date" means the date on which the Notes are originally
issued.

                                      -11-
<PAGE>

                  "Joint Venture" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form.

                  "Leasing Indebtedness" means Indebtedness of a Leasing
Subsidiary.

                  "Leasing Subsidiary" means TILC or a wholly-owned special
purpose Subsidiary of TILC or the Company, in each case the business of which is
limited to leasing and/or selling lease fleets of railcars, barges or liquid
propane containers owned or to be owned by such Subsidiary, related assets and
associated underlying third party leases.

                  "Legal Holiday" means Saturday, Sunday or a day on which
banking institutions in New York, New York or at a place of payment are
authorized or obligated by law, regulation or executive order to remain closed.

                  "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).

                  "Maturity Date" means March 15, 2014.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to its debt rating business.

                  "Net Available Cash" from an Asset Disposition means cash
payments and Cash Equivalents received therefrom (including any cash payments
and Cash Equivalents received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received,
but excluding any other consideration received in the form of assumption by the
acquiring person of Indebtedness or other obligations relating to such
properties or assets or received in any other noncash form) in each case net of
(i) all legal, title and recording tax expenses, commissions and other fees and
expenses Incurred, and all federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP, as a consequence of such Asset
Disposition, (ii) all payments made on any Indebtedness which is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon or other security agreement of any kind with respect to such assets,
or which must by its terms, or in order to obtain a necessary consent to such
Asset Disposition, or by applicable law be repaid out of the proceeds from such
Asset Disposition, (iii) all distributions and other payments required to be
made to minority interest holders in Subsidiaries or joint ventures as a result
of such Asset Disposition, and (iv) all amounts to be held in escrow or
otherwise as a reserve by the seller of the assets constituting the Asset
Disposition to account for any liabilities assumed or retained in connection
with such Asset Disposition until such escrow or reserve is released to the
Company or a Restricted Subsidiary whereupon it shall constitute Net Available
Cash.

                  "Net Cash Proceeds," with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a

                                      -12-
<PAGE>

result thereof (after taking into account any available tax credit or deductions
and any applicable tax sharing arrangements).

                  "Non-Recourse Leasing Indebtedness" means Leasing Indebtedness
Incurred by a Leasing Subsidiary which is non-recourse to the Company and each
Restricted Subsidiary other than such Leasing Subsidiary. For purposes of this
definition, "non-recourse" means having recourse limited to the railcars,
barges, liquid propane containers or other assets, associated lease payments and
related assets financed by such Non-Recourse Leasing Indebtedness.

                  "Non-U.S. Person" has the meaning assigned to such term in
Regulation S.

                  "Notes" means, collectively, the Initial Notes and the
Unrestricted Notes treated as a single class of securities, as amended or
supplemented from time to time in accordance with the terms of this Indenture.

                  "Officer" means the Chairman of the Board of Directors, the
Chief Executive Officer, the President, the Chief Financial Officer, the
Treasurer, Controller, Secretary or any Vice President of the Company or any
other obligor upon the Notes.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the Vice Chairman, the President or any Vice
President and by the Chief Financial Officer, Treasurer or the Secretary of such
Person which shall comply with applicable provisions of Sections 11.4 and 11.5
hereof.

                  "144A Global Note" means a permanent global note in registered
form representing the aggregate principal amount of Notes sold in reliance on
Rule 144A.

                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel. Such counsel may be an employee of or counsel to the Company or
any Subsidiary of the Company.

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

                  "Permitted Investments" means any of the following:

                  (i)      any investment in cash or Cash Equivalents;

                  (ii)     any Hedging Obligations entered into in the ordinary
         course of business and Incurred in compliance with the terms of this
         Indenture;

                  (iii)    endorsements of negotiable instruments in the
         ordinary course of business;

                  (iv)     any acquisition of assets, Capital Stock or other
         securities by the Company or any Restricted Subsidiary; provided that
         the consideration therefor consists solely of common stock of the
         Company;

                  (v)      any Investment by the Company or a Restricted
         Subsidiary in any Person if, as a result of such Investment, such
         Person becomes a Restricted Subsidiary or is

                                      -13-
<PAGE>

         merged with or into, or transfers or conveys all or substantially all
         of the assets, to the Company or a Restricted Subsidiary;

                  (vi)     loans and advances to employees made in the ordinary
         course of business consistent with past practices of the Company and
         its Restricted Subsidiaries as of the Issue Date to the extent that any
         such transaction complies with Section 4.11;

                  (vii)    securities or other obligations received in
         settlement of debts or judgments created or obtained in the ordinary
         course of business by or against third parties, in each case in favor
         of the Company or a Restricted Subsidiary;

                  (viii)   Investments the consideration for which consists
         solely of Capital Stock (other than Disqualified Capital Stock) of the
         Company;

                  (ix)     Investments consisting of (a) prepayments of and
         purchases and acquisitions of inventory, supplies, material and
         equipment or (b) licenses or leases of intellectual property and other
         assets, in each cash in the ordinary course of business;

                  (x)      Investments acquired by the Company or any Restricted
         Subsidiary in connection with (a) an Asset Disposition permitted under
         Section 4.13 to the extent such Investments are non-cash consideration
         permitted to be received under Section 4.13 or (b) a sale or other
         disposition of property or assets not constituting an Asset
         Disposition; and

                  (xi)     any Investment in a Restricted Subsidiary; provided
         that if such Investment is with respect to a Leasing Subsidiary it
         shall be made in connection with the sale by the Company or any
         Restricted Subsidiary of railcars to such Leasing Subsidiary; provided
         further that such Investment in such Leasing Subsidiary shall not
         exceed 35% of the Fair Market Value of such railcars at the time of
         such Investment.

                  "Permitted Liens" means, with respect to any Person,

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

                  (b)      Liens securing Indebtedness described in Section
         4.9(b)(1) and interest, fees, expenses and other obligations owing
         under the Credit Agreement and obligations owing under any related
         guarantee, security or similar agreement;

                  (c)      Liens on property at the time such Person or any of
         its Subsidiaries acquires the property, including any acquisition by
         means of a merger or consolidation with or into such Person or a
         Subsidiary of such Person; provided, however, that the Liens may not
         extend to any other property owned by such Person or any of its
         Subsidiaries;

                  (d)      Liens securing Purchase Money Indebtedness;

                  (e)      additional Liens for any purpose of up to 15% of the
         Company's Consolidated Assets;

                                      -14-
<PAGE>

                  (f)      pledges or deposits by such Person under workmen's
         compensation laws, unemployment insurance laws or similar legislation,
         or good faith deposits in connection with bids, tenders, contracts
         (other than for the payment of Indebtedness) or leases to which such
         Person is a party, or deposits to secure public or statutory
         obligations of such Person or deposits of cash or United States
         government bonds to secure surety or appeal bonds to which such Person
         is a party, or deposits as security for contested taxes or import
         duties or for the payment of rent, in each case Incurred in the
         ordinary course of business;

                  (g)      Liens imposed by law, such as carriers',
         warehousemen's and mechanics' Liens, in each case for sums not yet due
         or being contested in good faith by appropriate proceedings or other
         Liens arising out of judgments or awards against such Person with
         respect to which such Person shall then be proceeding with an appeal or
         other proceedings for review;

                  (h)      Liens for property taxes not yet subject to penalties
         for non-payment or which are being contested in good faith and by
         appropriate proceedings;

                  (i)      Liens in favor of issuers of surety bonds,
         performance bonds or letters of credit issued pursuant to the request
         of and for the account of such Person in the ordinary course of its
         business; provided, however, that such letters of credit (and
         reimbursement obligations thereunder) do not constitute Indebtedness;

                  (j)      survey exceptions, encumbrances, easements or
         reservations of, or rights of others for, licenses, rights of way,
         sewers, electric lines, telegraph and telephone lines and other similar
         purposes, or zoning or other restrictions as to the use of real
         properties or Liens incidental to the conduct of the business of such
         Person or to the ownership of its properties which were not Incurred in
         connection with Indebtedness and which do not in the aggregate
         materially adversely affect the value of said properties or materially
         impair their use in the operation of the business of such Person;

                  (k)      Liens securing Indebtedness Incurred to finance the
         construction, purchase or lease of, or repairs, improvements or
         additions to, property of such Person; provided, however, that the Lien
         may not extend to any other property owned by such Person or any of its
         Restricted Subsidiaries at the time the Lien is Incurred, and the
         Indebtedness secured by the Lien may not be Incurred more than 180 days
         after the later of the acquisition, completion of construction, repair,
         improvement, addition or commencement of full operation of the property
         subject to the Lien;

                  (l)      Liens on property or shares of stock of another
         Person at the time such other Person becomes a Subsidiary of such
         Person (other than Liens Incurred in connection with, or to provide
         credit support utilized to consummate, the transaction or series of
         related transactions pursuant to which such Subsidiary became a
         Subsidiary or was acquired by the Company); provided, however, that any
         such Lien may not extend to any other property owned by such Person or
         any of its Restricted Subsidiaries;

                                      -15-
<PAGE>

                  (m)      Liens securing Indebtedness or other obligations of a
         Subsidiary of such Person owing to such Person or a Wholly Owned
         Subsidiary of such Person (other than an Unrestricted Subsidiary);

                  (n)      Liens Incurred by another Person on assets that are
         the subject of a Capital Lease Obligation to which such Person or a
         Subsidiary of such Person is a party; provided, however, that any such
         Lien may not secure Indebtedness of such Person or any of its
         Restricted Subsidiaries (except by virtue of clause (vii) of the
         definition of "Indebtedness") and may not extend to any other property
         owned by such Person or any Subsidiary of such Person;

                  (o)      Liens securing Hedging Obligations so long as the
         related Indebtedness is permitted to be Incurred under this Indenture
         and which are secured solely by a Lien on the same property which
         secures the Indebtedness that is the subject of the applicable Hedging
         Obligation;

                  (p)      Liens to secure any Refinancing (or successive
         Refinancings) as a whole, or in part, of any Indebtedness secured by
         any Lien (other than that referred to in clauses (b), (e), (q) and
         (r)); provided, however, that (x) such new Lien shall be limited to all
         or part of the same property that secured the original Lien (plus
         improvements on such property) and (y) the Indebtedness secured by such
         Lien at such time is not increased (other than by an amount necessary
         to pay fees and expenses, including premiums, related to the
         Refinancing of such Indebtedness);

                  (q)      Liens Incurred in connection with any Sale/Leaseback
         Transaction permitted under Section 4.17 securing borrowings of up to
         $20.0 million;

                  (r)      Liens arising by operation of law in connection with
         judgments that are being contested in good faith by the Company or a
         Restricted Subsidiary and that do not constitute an Event of Default;

                  (s)      Liens arising by reason of any netting or set-off
         arrangement entered into in the ordinary course of banking or other
         trading activities;

                  (t)      Liens, security interests, encumbrances or any other
         matters of record that have been placed by any third party on property
         of over which the Company or any Restricted Subsidiary has easement
         rights or on any leased property and subordination or similar
         agreements relating thereto; and

                  (u)      Liens to secure any Leasing Indebtedness Incurred by
         any Leasing Subsidiary pursuant to Section 4.9(b)(12); provided that
         such Liens do not extend to assets other than assets of a Leasing
         Subsidiary.

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

                                      -16-
<PAGE>

                  "Physical Notes" means one or more certificated Notes in
registered form.

                  "Preferred Stock," as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

                  "Principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

                  "Private Exchange Securities" has the meaning provided in
Section 1 of the Registration Rights Agreement.

                  "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth on Exhibit A hereto.

                  "Purchase Agreement" means the Purchase Agreement dated as of
March 5, 2004, by and among the Company, the Guarantors and the Initial
Purchasers.

                  "Purchase Money Indebtedness" means Indebtedness

                  (i)      consisting of the deferred purchase price of
         property, conditional sale obligations, obligations under any title
         retention agreement and other purchase money obligations, including
         borrowings, in each case where the maturity of such Indebtedness does
         not exceed the anticipated useful life of the asset being financed, and

                  (ii)     Incurred to finance the acquisition or construction
         by the Company or any Subsidiary of such asset, including additions and
         improvements; provided, however, that any Lien arising in connection
         with any such Indebtedness shall be limited to the specified asset
         being financed or, in the case of real property or fixtures, including
         additions and improvements, the real property on which such asset is
         attached; and provided further, however, that the principal amount of
         such Indebtedness does not exceed the lesser of 100% of the cost or
         100% of the Fair Market Value of the asset being financed.

                  "Qualified Capital Stock" means any Capital Stock other than
Disqualified Capital Stock.

                  "Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

                  "Rating Agencies" means (a) S&P, (b) Moody's; or (c) if S&P or
Moody's or both shall not make a rating of the Notes publicly available, a
nationally recognized securities rating agency or agencies, as the case may be,
selected by the Company, which shall be substituted for S&P or Moody's or both,
as the case may be.

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

                                      -17-
<PAGE>

                  "Redemption Price" means the amount payable for the redemption
or repurchase of any Note on the Redemption Date, and shall always include
interest accrued and unpaid to the Redemption Date, unless otherwise
specifically provided.

                  "Refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

                  "Refinancing Indebtedness" means Indebtedness that Refinances
any Indebtedness of the Company or any Restricted Subsidiary Incurred in
compliance with this Indenture; provided, however, that

                  (i)      such Refinancing Indebtedness has a Stated Maturity
         no earlier than the Stated Maturity of the Indebtedness being
         Refinanced;

                  (ii)     such Refinancing Indebtedness has an Average Life at
         the time such Refinancing Indebtedness is Incurred that is equal to or
         greater than the Average Life of the Indebtedness being Refinanced;

                  (iii)    such Refinancing Indebtedness has an aggregate
         principal amount (or if Incurred with original issue discount, an
         aggregate issue price) that is equal to or less than the aggregate
         principal amount (or if Incurred with original issue discount, the
         aggregate accreted value) then outstanding or committed (plus fees and
         expenses, including any premium and defeasance costs) under the
         Indebtedness being Refinanced; provided further, however, that
         Refinancing Indebtedness shall not include (x) Indebtedness of a
         Subsidiary (other than a Guarantor) that refinances Indebtedness of the
         Company or a Guarantor or (y) Indebtedness of the Company or a
         Restricted Subsidiary that refinances Indebtedness of an Unrestricted
         Subsidiary or a Leasing Subsidiary; and

                  (iv)     such Refinancing Indebtedness is subordinated in
         right of payment to the Notes at least to the extent that the
         Indebtedness to be Refinanced is subordinated in right of payment to
         the Notes.

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

                  "Registration Rights Agreement" means the Exchange and
Registration Rights Agreement dated as of March 10, 2004, by and among the
Company, Guarantors, and the Initial Purchasers.

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

                  "Regulation S Global Note" means a permanent global note in
registered form representing the aggregate principal amount of Notes sold in
reliance on Regulation S.

                                      -18-
<PAGE>

                  "Related Business" means any business directly or indirectly
related, ancillary or complementary to the businesses of the Company and the
Restricted Subsidiaries on the Issue Date.

                  "Responsible Officer," when used with respect to the Trustee,
shall mean any officer in the corporate trust department of the Trustee or any
officer of the Trustee customarily performing functions similar to those
performed by any officer in the corporate trust department of the Trustee with
respect to a particular corporate matter or any other officer to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Payment" with respect to any Person means

                  (i)      the declaration or payment of any dividends or any
         other distributions of any sort in respect of its Capital Stock
         (including any payment in connection with any merger or consolidation
         involving such Person) or similar payment to the direct or indirect
         holders of its Capital Stock (other than dividends or distributions
         payable solely in its Capital Stock (other than Disqualified Capital
         Stock) or rights to acquire its Capital Stock (other than Disqualified
         Capital Stock) and dividends or distributions payable solely to the
         Company or a Restricted Subsidiary, and other than pro rata dividends
         or other distributions made by a Subsidiary to minority stockholders
         (or owners of an equivalent interest in the case of a Subsidiary that
         is an entity other than a corporation)),

                  (ii)     the purchase, redemption or other acquisition or
         retirement for value of any Capital Stock of the Company or of any
         Restricted Subsidiary held by any Person other than the Company or any
         Wholly Owned Subsidiary, including the exercise of any option to
         exchange any Capital Stock (other than into Capital Stock of the
         Company that is not Disqualified Capital Stock),

                  (iii)    any redemption prior to the scheduled maturity or
         prior to any scheduled repayment of principal in respect of
         Subordinated Indebtedness held by Persons other than the Company or any
         Restricted Subsidiary, or

                  (iv)     the making of any Investment in any Person (other
         than a Permitted Investment).

                  "Restricted Security" has the meaning set forth in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to request and conclusively rely upon an Opinion of Counsel with
respect to whether any Note is a Restricted Security.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that is not an Unrestricted Subsidiary.

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

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

                                      -19-
<PAGE>

                  "S&P" means Standard and Poor's Rating Group or any successor
to its debt rating business.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person and leases it back from such
Person, other than leases for a term of not more than 12 months or between the
Company and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries. For
purposes of Section 4.17, an arrangement relating to property now owned or
hereafter acquired whereby a Leasing Subsidiary transfers such property to a
Person and leases it back from such Person shall not be deemed to be a
"Sale/Leaseback Transaction."

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

                  "SEC" means the Securities and Exchange Commission.

                  "Senior Indebtedness" means

                  (i)      Indebtedness of the Company, whether outstanding on
         the Issue Date or thereafter Incurred; and

                  (ii)     accrued and unpaid interest (including interest
         accruing on or after the filing of any petition in bankruptcy or for
         reorganization relating to the Company to the extent post-filing
         interest is allowed in such proceeding) in respect of

                           (A)      Indebtedness of the Company for money
                  borrowed and

                           (B)      Indebtedness evidenced by notes, debentures,
                  bonds or other similar instruments for the payment of which
                  the Company is responsible or liable unless, in the instrument
                  creating or evidencing the same or pursuant to which the same
                  is outstanding, it is provided that such obligations are
                  subordinate in right of payment to the Notes;

provided, however, that Senior Indebtedness shall not include

                  (1)      any obligation of the Company to any Subsidiary,

                  (2)      any liability for federal, state, local or other
         taxes owed or owing by the Company,

                  (3)      any accounts payable or other liability to trade
         creditors arising in the ordinary course of business (including
         guarantees thereof or instruments evidencing such liabilities),

                  (4)      any Indebtedness of the Company (and any accrued and
         unpaid interest in respect thereof) which is expressly subordinate in
         right of payment to any other Indebtedness or other obligation of the
         Company or

                                      -20-
<PAGE>

                  (5)      that portion of any Indebtedness which at the time of
         Incurrence is Incurred in violation of this Indenture.

                  "Significant Subsidiary" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria of a
"significant subsidiary" set forth in Rule 1-02(w) of Regulation S-X under the
Exchange Act.

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

                  "Subordinated Indebtedness" means any Indebtedness of the
Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement to that effect.

                  "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or
more Subsidiaries of such Person.

                  "Subsidiary Guarantee" means, individually, any Guarantee of
payment of the Notes and Exchange Notes by a Guarantor pursuant to the terms of
this Indenture and any supplemental indenture thereto, and, collectively, all
such Guarantees. Each such Subsidiary Guarantee shall be in the form prescribed
by this Indenture.

                  "TIA" or "Trust Indenture Act" means the Trust Indenture Act
of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb), as in effect on the date
on which this Indenture is qualified under the TIA, except as provided in
Section 9.3 hereof; provided, however, that in the event the Trust Indenture Act
is amended after such date, "Trust Indenture Act" and "TIA" mean, to the extent
required by such amendment, the Trust Indenture Act as so amended.

                  "TILC" means Trinity Industries Leasing Company, a Delaware
corporation.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it in accordance with the applicable provisions
hereof, and thereafter means such successor serving hereunder.

                  "Unrestricted Notes" means one or more Notes that do not and
are not required to bear the Private Placement Legend in the form set forth in
Exhibit A hereto, including, without limitation, the Exchange Notes and any
Notes registered under the Securities Act pursuant to and in accordance with the
Registration Rights Agreement.

                                      -21-
<PAGE>

                  "Unrestricted Subsidiary" means (i) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors under Section 4.10 and (ii) any Subsidiary
of an Unrestricted Subsidiary.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

                  "Voting Stock" of any Person, corporation, association,
partnership or other business entity, as of any date means shares of Capital
Stock or other interests (including partnership interests) in such Person,
corporation, association, partnership or other business entity entitled (without
regard to any contingency) to vote in the election of directors, managers or
trustees thereof.

                  "Wholly Owned Subsidiary" means a Restricted Subsidiary other
than a Leasing Subsidiary all the Capital Stock of which (other than directors'
qualifying shares and shares held by other Persons to the extent such shares are
required by applicable law to be held by a Person other than the Company or a
Restricted Subsidiary) is owned by the Company or one or more Wholly Owned
Subsidiaries.

                  Section 1.2. Other Definitions.

<TABLE>
<CAPTION>
                                                                             Defined in
                           Term                                               Section
<S>                                                                          <C>
"Affiliate Transaction".............................                          4.14(a)
"Asset Sale Offer"..................................                          4.13(a)
"Asset Sale Offer Date".............................                          4.13(a)
"Asset Sale Offer Trigger Date".....................                          4.13(a)
"Asset Sale Payment Date"...........................                          4.13(b)
"Change of Control Offer"...........................                          4.15(a)
"covenant defeasance"...............................                           8.1(c)
"Coverage Ratio Exception"..........................                           4.9(a)
"Custodian".........................................                            6.1
"Designation".......................................                            4.10
"Designation Amount"................................                            4.10
"Equity Offering"...................................                            3.7
"Event of Default"..................................                            6.1
"legal defeasance"..................................                           8.1(b)
"Paying Agent"......................................                            2.3
"Permitted Indebtedness"............................                           4.9(b)
"Reference Date"....................................                          4.11(a)
"Registrar".........................................                            2.3
"Reversion Date"....................................                            4.19
"Revocation"........................................                            4.10
"Successor Company".................................                            5.1
</TABLE>

                                      -22-
<PAGE>

<TABLE>
<CAPTION>
                                                                             Defined in
                           Term                                               Section
<S>                                                                          <C>
"Suspended Covenants"...............................                          4.20(a)
"Suspension Period".................................                          4.20(a)
</TABLE>

                  Section 1.3. Incorporation by Reference of Trust Indenture
Act.

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

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

                  "Commission" means the SEC;

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company, any other obligor
upon the Notes or any successor obligor upon the Notes.

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

                  In addition, for purposes of Sections 311(b)(4) and 311(b)(6)
of the TIA, the following terms shall have the following meanings:

                  "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 acceptances and payable upon demand.

                  "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company for the purpose of financing the purchase, processing, manufacture,
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 with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

                                      -23-
<PAGE>

                  Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

                  (4)      "including" means including without limitation;

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

                  (6)      unsecured Indebtedness shall not be deemed to be
         subordinate or junior to secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness; and

                  (7)      provisions apply to successive events and
         transactions.

                                    ARTICLE 2

                                    THE NOTES

                  Section 2.1. Form and Dating.

                  The Notes and the Trustee's certificate of authentication
thereof shall be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Exchange Notes
and the Trustee's certificate of authentication thereof shall be substantially
in the form of Exhibit B hereto, which is hereby incorporated in and expressly
made a part of this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company and the
Trustee shall approve the form of the Notes and any notation, legend or
endorsement on them. Each Note shall be dated the date of its authentication.

                  Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more 144A Global Notes and Notes offered
and sold in reliance on Regulation S shall be issued initially in the form of
one or more Regulation S Global Notes, each substantially in the form set forth
in Exhibit A hereto, deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit C hereto.

                  The initial offer and resale of the Notes shall not be to an
Institutional Accredited Investor. The Notes resold to Institutional Accredited
Investors in connection with the first transfer made pursuant to Section 2.16(a)
shall be issued initially in the form of a single permanent Global Note in
registered form, substantially in the form set forth in Exhibit A, deposited
with the Trustee, as custodian for the Depository, duly executed by the Company
(and having an

                                      -24-
<PAGE>

executed Subsidiary Guarantee from each of the Guarantors endorsed thereon) and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Exhibit C hereto.

                  The aggregate principal amount of the Global Notes may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

                  Section 2.2. Execution and Authentication.

                  Two Officers shall sign (each of whom shall, in each case,
have been duly authorized by all requisite corporate actions) the Notes for the
Company by manual or facsimile signature.

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

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Notes shall be substantially as
set forth in Exhibits A and B hereto.

                  The Trustee shall authenticate (i) Initial Notes that are 6
1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate
principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from
time to time only in exchange for a like principal amount of Initial Notes, in
each case upon a written order of the Company in the form of an Officers'
Certificate. Each such written order shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, whether
the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes
are to be issued as Physical Notes or Global Notes and such other information as
the Trustee may reasonably request. Additional Notes may be issued in accordance
with Section 2.17 and Unrestricted Notes may be issued in exchange for
Additional Notes that are Restricted Securities. Any such order or orders shall
specify the amount of the Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated and, in the case of an issuance
of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such
Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall
certify that such issuance will not be prohibited by Section 4.9.

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

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

                                      -25-
<PAGE>

                  Section 2.3. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency including the office or agency maintained by the Company
pursuant to Section 4.2 where Notes may be presented for payment ("Paying
Agent"). The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent. The Company may change any Paying Agent, Registrar or co-registrar
without notice to any Holder. The Company shall notify the Trustee of the name
and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Notes.

                  Section 2.4. Paying Agent To Hold Money in Trust.

                  The Company (or any other obligor upon the Notes) shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal or interest on the
Notes, and will notify the Trustee of any Default by the Company (or any other
obligor upon the Notes) in making any such payment. While any such Default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company (or any other obligor upon the Notes) at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee of all money that shall have been delivered by the Company
to the Paying Agent, the Paying Agent shall have no further liability for the
money. If the Company, a Subsidiary or any other obligor upon the Notes acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent.

                  Section 2.5. Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company (or any other obligor upon the Notes)
shall furnish to the Trustee at least seven Business Days before each interest
payment date (and in all events at intervals of not more than six months) and at
such other times as the Trustee may request in writing a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Holders, and the Company shall otherwise comply with TIA Section 312(a).

                  Section 2.6. Transfer and Exchange.

                  The Notes will be issued in fully registered form and will be
transferable only upon the surrender of the Notes being transferred for
registration of transfer. Where Notes are

                                      -26-
<PAGE>

presented to the Registrar or a co-registrar with a request to register,
transfer or exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met; provided that any Note presented
or surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by a written instruction of transfer in form satisfactory to the
Registrar and the Trustee duly executed by the Holder thereof or his attorney
duly authorized in writing. To permit registrations of transfer and exchanges in
compliance with this Indenture, the Company shall issue and the Trustee shall
authenticate Notes at the Registrar's request.

                  The Company shall not be required (i) to issue, to register
the transfer of or to exchange Notes during a period beginning at the opening of
business on a Business Day 15 days before the day of any selection of Notes for
redemption under Section 3.2 hereof and ending at the close of business on the
day of selection, (ii) to register the transfer of or exchange of a Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (iii) to register the transfer or exchange of
a Note between the record date and the next succeeding interest payment date.

                  No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any tax, assessment or
other governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Section 2.10, 3.6 or 9.5 hereof).

                  Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee and any Agent of the Company shall
treat the Person in whose name the Note is registered on the register maintained
by the Trustee as the owner thereof for all purposes whether or not the Note
shall be overdue, and none of the Company, the Trustee nor any such Agent shall
be affected by notice to the contrary. Any consent, waiver or actions of a
Holder shall be binding upon any subsequent Holders of such Note or a Note
received upon transfer.

                  Any Holder of a beneficial interest in a Global Note shall, by
acceptance of such beneficial interest in a Global Note, agree that transfers of
beneficial interests in such Global Note may be effected only through a
book-entry system maintained by the Depository (or its agent), and that
ownership of a beneficial interest in a Global Note shall be required to be
reflected in a book entry.

                  Section 2.7. Replacement Notes.

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

                                      -27-
<PAGE>

                  Every replacement Note is an additional obligation of the
Company and entitled to the benefit of this Indenture.

                  Section 2.8. Outstanding Notes.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation and those described in this Section 2.8 as not
outstanding.

                  If a Note is replaced pursuant to Section 2.7 hereof (other
than a mutilated Note surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon
surrender of such Note and replacement thereof pursuant to Section 2.7.

                  If the Paying Agent segregates and holds on a redemption date
or maturity date money sufficient to pay all principal and interest payable on
that date with respect to the Notes (or portions thereof) to be redeemed or
maturing, as the case may be, and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Notes (or portions thereof) cease to be outstanding and interest
on them ceases to accrue.

                  A Note does not cease to be outstanding because the Company or
an Affiliate holds the Note, except as otherwise provided in Section 2.9 hereof.

                  Section 2.9. Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company or a Subsidiary thereof shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

                  Section 2.10. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon receipt of a
written order of the Company in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Notes to be
authenticated and the date on which the temporary Notes are to be authenticated.

                  Temporary Notes shall be substantially in the form of
definitive Notes but may have variations that the Company and the Trustee
consider appropriate for temporary Notes. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate upon receipt of a
written order of the Company in the form of an Officers' Certificate pursuant to
Section 2.2 definitive Notes in exchange for temporary Notes.

                                      -28-
<PAGE>

                  Section 2.11. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for transfer, exchange or payment. The Trustee shall
cancel and dispose of all Notes surrendered for transfer, exchange, payment,
replacement or cancellation. Subject to Section 2.7, the Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation. All cancelled Notes held by the Trustee shall be
disposed of by the Trustee in its customary manner.

                  Section 2.12. Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes. The Company shall, with the consent of the Trustee, fix each such
special record date and payment date. At least 15 days before the special record
date, the Company (or the Trustee, in the name of and at the expense of the
Company) shall mail to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.

                  Section 2.13. Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer and subject to Section 2.12, the Company, the Trustee, any Paying
Agent, any co-registrar and any Registrar may deem and treat the person in whose
name any Note shall be registered upon the register of Notes kept by the
Registrar as the absolute owner of such Note (whether or not such Note shall be
overdue and notwithstanding any notation of the ownership or other writing
thereon made by anyone other than the Company, any co-registrar and any
Registrar) for the purpose of receiving payments of principal of or interest on
such Note and for all other purposes; and none of the Company, the Trustee, any
Paying Agent, any co-registrar or any Registrar shall be affected by any notice
to the contrary.

                  Section 2.14. CUSIP Numbers.

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

                                      -29-
<PAGE>

                  Section 2.15. Book-Entry Provisions for Global Notes.

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

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

                  (b)      Transfers of Global Notes shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.16; provided,
however, that Physical Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Notes if (i) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for the Global Notes and a successor Depository is not appointed by the Company
within 90 days of such notice, (ii) the Depository ceases to be registered as a
clearing agency under the Exchange Act and a successor depository is not
appointed within 90 days, (iii) the Company, at its option, notifies the Trustee
that it elects to cause the issuance of Physical Notes, or (iv) an Event of
Default has occurred and is continuing and the Registrar has received a request
from the Depository to issue Physical Notes.

                  (c)      In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
the Global Notes shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall upon written
instructions from the Company authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in the
Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

                  (d)      Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in a Global Note pursuant to paragraph (c)
of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear
the Private Placement Legend.

                  (e)      The Holder of any Global Note may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Notes.

                                      -30-
<PAGE>

                  Section 2.16. Special Transfer and Exchange Provisions.

                  (a)      Transfers to Non-QIB Institutional Accredited
Investors. The following provisions shall apply with respect to the registration
of any proposed transfer of a Restricted Security to any Institutional
Accredited Investor which is not a QIB:

                  (i)      the Registrar shall register the transfer of any
Restricted Security, whether or not such Note bears the Private Placement
Legend, if (x) the requested transfer is after the second anniversary of the
Issue Date; provided, however, that neither the Company nor any Affiliate of the
Company has held any beneficial interest in such Note, or portion thereof, at
any time on or prior to the second anniversary of the Issue Date or (y) the
proposed transferee has delivered to the Registrar a certificate substantially
in the form of Exhibit D hereto and any legal opinions and certifications as may
be reasonably requested by the Trustee and the Company;

                  (ii)     if the proposed transferee is a Participant and the
Notes to be transferred consist of Physical Notes which after transfer are to be
evidenced by an interest in the IAI Global Note, upon receipt by the Registrar
of the Physical Note and (x) written instructions given in accordance with the
Depository's and the Registrar's procedures and (y) the certificate, if
required, referred to in clause (y) of paragraph (i) above (and any legal
opinion or other certifications), the Registrar shall register the transfer and
reflect on its books and records the date and an increase in the principal
amount of the IAI Global Note in an amount equal to the principal amount of
Physical Notes to be transferred, and the Registrar shall cancel the Physical
Notes so transferred; and

                  (iii)    if the proposed transferor is a Participant seeking
to transfer an interest in a Global Note, upon receipt by the Registrar of (x)
written instructions given in accordance with the Depository's and the
Registrar's procedures and (y) the certificate, if required, referred to in
clause (y) of paragraph (i) above, the Registrar shall register the transfer and
reflect on its books and records the date and (A) a decrease in the principal
amount of the Global Note from which such interests are to be transferred in an
amount equal to the principal amount of the Notes to be transferred and (B) an
increase in the principal amount of the IAI Global Note in an amount equal to
the principal amount of the Notes to be transferred.

                  (b)      Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Restricted
Security to a QIB:

                  (i)      the Registrar shall register the transfer of any
Restricted Security, whether or not such Note bears the Private Placement
Legend, if (x) the requested transfer is after the second anniversary of the
Issue Date; provided, however, that neither the Company nor any Affiliate of the
Company has held any beneficial interest in such Note, or portion thereof, at
any time on or prior to the second anniversary of the Issue Date or (y) such
transfer is being made by a proposed transferor who has checked the box provided
for on the applicable Global Note stating, or has otherwise advised the Company
and the Registrar in writing, that the sale has been made in compliance with the
provisions of Rule 144A to a transferee who has signed the certification
provided for on the applicable Global Note stating, or has otherwise advised the
Company and the Registrar in writing, that it is purchasing the Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB

                                      -31-
<PAGE>

within the meaning of Rule 144A, and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A;

                  (ii)     if the proposed transferee is a Participant and the
Notes to be transferred consist of Physical Notes which after transfer are to be
evidenced by an interest in the 144A Global Note, upon receipt by the Registrar
of the Physical Note and written instructions given in accordance with the
Depository's and the Registrar's procedures, the Registrar shall register the
transfer and reflect on its book and records the date and an increase in the
principal amount of the 144A Global Note in an amount equal to the principal
amount of Physical Notes to be transferred, and the Registrar shall cancel the
Physical Notes so transferred; and

                  (iii)    if the proposed transferor is a Participant seeking
to transfer an interest in the IAI Global Note or the Regulation S Global Note,
upon receipt by the Registrar of written instructions given in accordance with
the Depository's and the Registrar's procedures, the Registrar shall register
the transfer and reflect on its books and records the date and (A) a decrease in
the principal amount of the IAI Global Note or the Regulation S Global Note, as
the case may be, in an amount equal to the principal amount of the Notes to be
transferred and (B) an increase in the principal amount of the 144A Global Note
in an amount equal to the principal amount of the Notes to be transferred.

                  (c)      Transfers to Non-U.S. Persons. The following
provisions shall apply with respect to any transfer of a Restricted Security to
a Non-U.S. Person under Regulation S:

                  (i)      the Registrar shall register any proposed transfer of
a Restricted Security to a Non-U.S. Person upon receipt of a certificate
substantially in the form of Exhibit E from the proposed transferor and such
certifications, legal opinions and other information as the Trustee or the
Company may reasonably request; and

                  (ii)     if the proposed transferor is a Participant holding a
beneficial interest in the 144A Global Note or the IAI Global Note or the Note
to be transferred consists of Physical Notes, upon receipt by the Registrar of
(x) the documents required by paragraph (i) and (y) instructions in accordance
with the Depository's and the Registrar's procedures, the Registrar shall
reflect on its books and records the date and a decrease in the principal amount
of the 144A Global Note or the IAI Global Note, as the case may be, in an amount
equal to the principal amount of the beneficial interest in the 144A Global Note
or the IAI Global Note, as the case may be, to be transferred or cancel the
Physical Notes to be transferred, and (b) if the proposed transferee is a
Participant, upon receipt by the Registrar of instructions given in accordance
with the Depository's and the Registrar's procedures, the Registrar shall
reflect on its books and records the date and an increase in the principal
amount of the Regulation S Global Note in an amount equal to the principal
amount of the 144A Global Note, the IAI Global Note or the Physical Notes, as
the case may be, to be transferred.

                  (d)      Exchange Offer. Upon the occurrence of the exchange
offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an authen-

                                      -32-
<PAGE>

tication order in accordance with Section 2.2, the Trustee shall authenticate
one or more Global Notes not bearing the Private Placement Legend in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Initial Notes tendered for acceptance by Persons that certify
in the applicable Letters of Transmittal that (x) they are not broker-dealers,
(y) they are not participating in a distribution of the Exchange Notes and (z)
they are not affiliates (as defined in Rule 144) of the Company, and accepted
for exchange in the exchange offer.

                  (e)      Restrictions on Transfer and Exchange of Global
Notes. Notwithstanding any other provisions of this Indenture, a Global Note may
not be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  (f)      Private Placement Legend. Upon the transfer, exchange
or replacement of Notes not bearing the Private Placement Legend, the Registrar
or co-Registrar shall deliver Notes that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar or co-Registrar shall deliver only Notes that
bear the Private Placement Legend unless, and the Trustee is hereby authorized
to deliver Notes without the Private Placement Legend if, (i) there is delivered
to the Trustee an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act; (ii) such Note has been sold pursuant to an effective
registration statement under the Securities Act (including pursuant to a
Registration Statement (as defined in the Registration Rights Agreement)); or
(iii) the date of such transfer, exchange or replacement is two years after the
later of (x) the Issue Date and (y) the last date that the Company or any
affiliate (as defined in Rule 144) of the Company was the owner of such Notes
(or any predecessor thereto).

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

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Participants or
beneficial owners of interest in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.

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

                                      -33-
<PAGE>

                  Section 2.17. Issuance of Additional Notes.

                  The Company shall be entitled to issue Additional Notes under
this Indenture which shall have identical terms as the Notes issued on the Issue
Date, other than with respect to the date of issuance, issue price and amount of
interest payable on the first payment date applicable thereto (and, if such
Additional Notes shall be issued in the form of Unrestricted Notes or Exchange
Notes, other than with respect to transfer restrictions); provided that such
issuance is not prohibited by Section 4.9. The Initial Notes issued on the Issue
Date, any Additional Notes and all Exchange Notes issued in exchange therefor
shall be treated as a single class for all purposes under this Indenture.

                  With respect to any Additional Notes, the Company shall set
forth in a resolution of the Board of Directors and in an Officers' Certificate,
a copy of each of which shall be delivered to the Trustee, the following
information:

                  (1)      the aggregate principal amount of such Additional
         Notes to be authenticated and delivered pursuant to this Indenture;

                  (2)      the issue price, the issue date and the CUSIP number
         of such Additional Notes and the amount of interest payable on the
         first payment date applicable thereto; and

                  (3)      whether such Additional Notes shall be Restricted
         Securities and issued in the form of Initial Notes or shall be
         registered securities issued in the form of Unrestricted Notes.

                                    ARTICLE 3

                                   REDEMPTION

                  Section 3.1. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the
redemption provisions of Section 3.7 hereof, it shall notify the Trustee in
writing of the Redemption Date and the principal amount of Notes to be redeemed.

                  The Company shall give each notice to the Trustee provided for
in this Section 3.1 at least 60 days before the Redemption Date unless the
Trustee consents to a shorter period. Such notice shall be accompanied by an
Officers' Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein. If fewer than all
the Notes are to be redeemed, the record date relating to such redemption shall
be selected by the Company and given to the Trustee, which record date shall be
not less than 15 days after the date of notice to the Trustee.

                  Any such notice may be cancelled prior to notice being mailed
to any Holder pursuant to Section 3.3 hereof and shall thereafter be void and of
no effect.

                                      -34-
<PAGE>

                  Section 3.2. Selection of Notes To Be Redeemed.

                  If fewer than all the Notes are to be redeemed, the Trustee
shall select the Notes to be redeemed pro rata or on as nearly a pro rata basis
as possible (subject to Depository's procedures), if any, and that the Trustee
in its sole discretion considers fair and appropriate and in accordance with
methods generally used at the time of selection by fiduciaries in similar
circumstances. The Trustee shall make the selection from outstanding Notes not
previously called for redemption. The Trustee may select for redemption portions
of the principal of Notes that have denominations larger than $1,000. Notes and
portions of them the Trustee selects shall be in amounts of $1,000 or a whole
multiple of $1,000. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company promptly of the Notes or portions of Notes to be
redeemed.

                  Section 3.3. Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail to each
Holder of Notes to be redeemed at its registered address.

                  The notice shall identify (including the CUSIP number, if any)
the Notes to be redeemed and shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and accrued interest;

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

                  (4)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price;

                  (5)      if fewer than all the outstanding Notes are to be
         redeemed, the identification and principal amounts of the particular
         Notes to be redeemed;

                  (6)      that, unless the Company defaults in making such
         redemption payment interest on Notes (or portion thereof) called for
         redemption ceases to accrue on and after the Redemption Date; and

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.3.

                                      -35-
<PAGE>

                  Section 3.4. Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Notes called for
redemption become due and payable on the Redemption Date and at the Redemption
Price stated in the notice. Upon surrender to the Paying Agent, such Notes shall
be paid at the Redemption Price stated in the notice, plus accrued interest to
the Redemption Date. Failure to give notice or any defect in the notice to any
Holder shall not affect the validity of the notice to any other Holder.

                  Section 3.5. Deposit of Redemption Price.

                  Prior to the Redemption Date, the Company shall deposit with
the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the Redemption
Price of and accrued interest on all Notes to be redeemed on that date, other
than Notes or portions of Notes called for redemption which have been delivered
by the Company to the Trustee for cancellation.

                  Section 3.6. Notes Redeemed in Part.

                  Upon surrender and cancellation of a Note that is redeemed in
part, the Company shall execute and the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                  Section 3.7. Optional Redemption.

                  (a) Except as otherwise provided in this Section 3.7, the
Company may not redeem any of the Notes prior to March 15, 2009. At any time on
or after March 15, 2009, the Company may, at its option, redeem outstanding
Notes, in whole or in part, at a Redemption Price equal to a percentage of the
principal amount thereof, as set forth in the immediately succeeding paragraph,
plus all accrued and unpaid interest thereon to the Redemption Date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date).

                  The Redemption Price as a percentage of principal amount shall
be as follows, if the Notes are redeemed during the 12-month period commencing
on or after March 15 of the years set forth below:

<TABLE>
<CAPTION>
Year                                                          Percentage
----                                                          ----------
<S>                                                           <C>
2009......................................................      103.250
2010......................................................      102.167
2011......................................................      101.083
2012 and thereafter.......................................      100.000
</TABLE>

                  (b) At any time, or from time to time, on or prior to March
15, 2007 the Company may, at its option, use the net cash proceeds of one or
more Equity Offerings (as defined below) to redeem up to 35% of the principal
amount of the Notes issued under this Indenture at a

                                      -36-
<PAGE>

redemption price of 106.500% of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date of redemption; provided that:

                  (1)      at least 65% of the principal amount of Notes issued
         under this Indenture remains outstanding immediately after any such
         redemption; and

                  (2)      the Company makes such redemption not more than 90
         days after the consummation of any such Equity Offering.

                  "Equity Offering" means a public or private offering of
Qualified Capital Stock of the Company to any Person.

                  No Notes of a principal amount of $1,000 or less shall be
redeemed in part. If a partial redemption is made pursuant to the foregoing
provision, the Trustee will select the Notes only on a pro rata basis or on as
nearly a pro rata basis as is practicable (subject to the Depository's
procedures).

                  Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Sections 3.1 through 3.6 hereof.

                  Section 3.8. Limitations.

                  The provisions of this Article 3 and of the Notes shall not
apply to any private or open market purchase of Notes by the Company, whether or
not any Notes so purchased are retired or extinguished.

                                    ARTICLE 4

                                    COVENANTS

                  Subject to the provisions of Article 8, so long as Notes are
outstanding hereunder, the Company covenants for the benefit of the Holders
that:

                  Section 4.1. Payment of Principal and Interest.

                  The Company shall promptly pay the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes and the Registration Rights Agreement. Principal, premium, if any, and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal, premium, if any, and interest then due.

                  The Company shall pay interest on overdue principal and
premium, if any, at the rate specified therefor in the Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful as provided in Section 2.12.

                                      -37-
<PAGE>

                  Section 4.2. Maintenance of Office or Agency for Notices and
Demands.

                  The Company will maintain in The City of New York an office or
agency where the Notes may be presented for payment, an office or agency where
the Notes may be presented for registration of transfer and for exchange as
provided in this Indenture and an office or agency where notices and demands to
or upon the Company in respect of such Notes or of this Indenture may be served.
Until otherwise designated by the Company in a written notice to the Trustee,
such office or agency in The City of New York shall be the principal corporate
trust office of the Trustee at 101 Barclay Street, New York, New York 10286. If
at any time the Company shall fail to maintain any such required office, such
presentations and demands may also be made and notices may also be served at the
principal corporate trust office of the Trustee which shall be, until further
notice to the Company by the Trustee, at 101 Barclay Street, New York, New York
10286.

                  Section 4.3. Insurance Matters.

                  The Company shall provide or cause to be provided, for itself
and each of its Restricted Subsidiaries, insurance against loss or damage of the
kinds that, in the reasonable, good faith opinion of the Company, are adequate
and appropriate for the conduct of the business of the Company and its
Restricted Subsidiaries in a prudent manner, with reputable insurers or with the
government of the United States of America or an agency or instrumentality
thereof, in such amounts, with such deductibles, and by such methods as shall be
customary, in the reasonable, good faith opinion of the Company, for
corporations similarly situated in the industry, unless the failure to provide
such insurance (together with all other such failures) would not have a material
adverse effect on the financial condition or results of operations of the
Company and its Restricted Subsidiaries, taken as a whole.

                  Section 4.4. SEC Reports.

                  Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide the Trustee and Holders of
the Notes:

                  (1)      all quarterly and annual financial information that
         would be required to be contained in a filing with the SEC on Forms
         10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" that describes the financial
         condition and results of operations of the Company and its consolidated
         Subsidiaries (showing in reasonable detail, either on the face of the
         financial statements or in the footnotes thereto and in "Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations," the financial condition and results of operations of the
         Company and its Restricted Subsidiaries separate from the financial
         condition and results of operations of the Unrestricted Subsidiaries of
         the Company, if any) and, with respect to the annual information only,
         a report thereon by the Company's certified independent accountants;
         and

                                      -38-
<PAGE>

                  (2)      all current reports that would be required to be
         filed with the SEC on Form 8-K if the Company were required to file
         such reports, in each case within the time periods specified in the
         SEC's rules and regulations.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  In addition, following the consummation of the exchange offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the SEC, the Company shall file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. In addition, the Company has agreed
that, for so long as any Notes remain outstanding, it will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144(d)(4)
under the Securities Act.

                  Section 4.5. Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating that
in the course of the performance by the signers of their duties as Officers of
the Company they would normally have knowledge of any Default by the Company and
whether or not the signers know of any Default that occurred during such period.
If they do, the certificate shall describe the Default, its status and what
action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA Section 314(a)(4).

                  Section 4.6. Corporate Existence.

                  Subject to Article 5, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, material rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such material
right or franchise if the preservation thereof is no longer desirable in the
conduct of the business of the Company or the loss thereof is not materially
adverse to the Holders of the Notes.

                  Section 4.7. Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before any penalty accrues thereon, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all material lawful claims for labor, materials and supplies
which, if unpaid, might by law become a Lien upon the property of the Company or
any Subsidiary; provided, however, that the Company shall not be required to pay
or discharge or cause to

                                      -39-
<PAGE>

be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                  Section 4.8. Appointments To Fill Vacancies in Trustee's
Office.

                  The Company, whenever necessary to avoid or fill a vacancy in
the office of the Trustee, will appoint, in the manner provided in Section 7.8,
a Trustee, so that there shall at all times be a Trustee hereunder.

                  Section 4.9. Limitation on Indebtedness.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur any Indebtedness (other than Permitted
Indebtedness) except that the Company and any Restricted Subsidiary that is a
Guarantor may Incur Indebtedness if, after giving effect thereto (i) the
Consolidated Coverage Ratio at the date of such Incurrence exceeds 2.25 to 1.0
(this clause (i), the "Coverage Ratio Exception"); and (ii) no Default or Event
of Default shall have occurred and be continuing at the time or as a consequence
of the Incurrence of such Indebtedness.

                  (b)      Notwithstanding the foregoing paragraph (a), the
Company and the Restricted Subsidiaries may Incur any or all of the following
Indebtedness (collectively, "Permitted Indebtedness"):

                  (1)      Indebtedness Incurred pursuant to the Credit
          Agreement so long as the aggregate principal amount of such
          Indebtedness outstanding at any time shall not exceed $350.0 million;

                  (2)      Subordinated Indebtedness owed to and held by a
         Wholly Owned Subsidiary; provided, however, that any subsequent
         issuance or transfer of any Capital Stock or any other event which
         results in any such Wholly Owned Subsidiary ceasing to be a Wholly
         Owned Subsidiary or any subsequent transfer of such Subordinated
         Indebtedness (other than to another Wholly Owned Subsidiary) shall be
         deemed, in each case, to constitute the Incurrence of such Subordinated
         Indebtedness by the Company;

                  (3)      Indebtedness pursuant to the Notes and the Subsidiary
         Guarantees issued on the Issue Date and any Exchange Notes and
         guarantees thereof by the Guarantors;

                  (4)      Indebtedness of such Person outstanding on the Issue
         Date (other than Indebtedness described in Section 4.9(b)(1);

                  (5)      Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to Section 4.9(a) or pursuant to Section 4.9(b)(3) or
         (b)(4) or this Section 4.9(b)(5);

                  (6)      Indebtedness in an aggregate principal amount which,
         together with all other Indebtedness of the Company and its Restricted
         Subsidiaries Incurred pursuant to this Section 4.9(b)(6) then
         outstanding does not exceed $30.0 million;

                                      -40-
<PAGE>

                  (7)      Indebtedness arising out of Capital Lease
         Obligations, Purchase Money Indebtedness and Sale/Leaseback
         Transactions permitted pursuant to Section 4.17 in an aggregate
         principal amount outstanding at any one time not exceeding $30.0
         million;

                  (8)      Indebtedness or Capital Stock issued to and held by
         the Company or (x) a Wholly Owned Subsidiary or (y) a Restricted
         Subsidiary that is not a Wholly Owned Subsidiary; provided that any
         Indebtedness held by a Restricted Subsidiary that is not a Wholly Owned
         Subsidiary that is Incurred pursuant to this clause (b)(8)(y) shall be
         Incurred solely for cash management purposes in the ordinary course of
         business; provided further, however, that any subsequent issuance or
         transfer of any Capital Stock or any other event which results in any
         such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or
         any subsequent transfer of such Indebtedness or Capital Stock (other
         than to the Company or a Wholly Owned Subsidiary) shall be deemed, in
         each case, to constitute the issuance of such Indebtedness or Capital
         Stock by the issuer thereof;

                  (9)      Indebtedness or Capital Stock of a Subsidiary
         Incurred and outstanding on or prior to the date on which such
         Subsidiary was acquired by the Company (other than Indebtedness or
         Capital Stock Incurred in connection with, or to provide all or any
         portion of the funds or credit support utilized to consummate, the
         transaction or series of related transactions pursuant to which such
         Subsidiary became a Subsidiary or was acquired by the Company) and
         Refinancing Indebtedness Incurred in respect thereof; provided,
         however, that after giving effect to the Incurrence of such Refinancing
         Indebtedness, the Company would be able to Incur an additional $1.00 of
         Indebtedness pursuant to Section 4.9(a); provided further, however,
         that such Refinancing Indebtedness shall only be permitted under this
         Section 4.9(b)(9) to the extent Incurred by the Subsidiary that
         originally Incurred such Indebtedness or by the Company or any
         Guarantor;

                  (10)     Indebtedness Incurred by any Restricted Subsidiary
         that is a Foreign Subsidiary; provided, however, that any such
         Indebtedness Incurred by such Restricted Subsidiary shall not exceed
         $15.0 million in the aggregate, taken together with all other
         Indebtedness of Foreign Subsidiaries Incurred pursuant to this Section
         4.9(b)(10) then outstanding;

                  (11)     Indebtedness Incurred by any Restricted Subsidiary
         that is a Foreign Subsidiary for the purpose of acquiring a Restricted
         Subsidiary that is a Foreign Subsidiary; provided that the principal
         amount of such Indebtedness may not exceed the purchase price for such
         Subsidiary; provided further, that after giving effect to the
         Incurrence of such Indebtedness, the Company would be able to Incur an
         additional $1.00 of Indebtedness pursuant to Section 4.9(a), and any
         refinancings thereof by such Restricted Subsidiary provided that the
         principal amount thereof is not increased;

                  (12)     Leasing Indebtedness (including Leasing Indebtedness
         as in effect on the Issue Date); provided that the aggregate amount of
         Leasing Indebtedness (exclusive of Attributable Debt associated with
         non-recourse Sale/Leaseback Transactions of Leasing Subsidiaries)
         Incurred pursuant to this Section 4.9(b)(12) may not exceed the lesser
         of

                                      -41-
<PAGE>

         80% of the cost to TILC or 80% of the Fair Market Value of the assets
         of the Leasing Subsidiaries determined on a consolidated basis in
         accordance with GAAP;

                  (13)     Indebtedness of the Company or any Restricted
         Subsidiary consisting of guarantees of Indebtedness Incurred by
         officers and employees of the Company or any Restricted Subsidiary;
         provided that the aggregate amount of such guaranteed Indebtedness,
         together with the aggregate amount of loans by the Company or any
         Restricted Subsidiary to officers and employees, shall not at any one
         time exceed $2.5 million in the aggregate;

                  (14)     Indebtedness of the Company or any Restricted
         Subsidiary arising from the honoring of a check, draft or similar
         instrument drawn against insufficient funds; provided that such
         Indebtedness is extinguished within five business days of its
         Incurrence;

                  (15)     Indebtedness of the Company or any Restricted
         Subsidiary consisting of guarantees, indemnitees or obligations in
         respect of purchase price adjustments in connection with the
         disposition of assets in accordance with the terms of this Indenture;
         provided, that the maximum assumable liability in respect of all such
         obligations shall at no time exceed the gross proceeds actually
         received by the Company or any Restricted Subsidiary in connection with
         such disposition of assets;

                  (16)     Indebtedness under commodity agreements such as
         futures contracts, forward contracts, options or other agreements for
         the purposes of protecting against fluctuations in the price of, or
         shortage of supply of, commodities used in the businesses of the
         Company and its Restricted Subsidiaries; provided that such
         Indebtedness is Incurred solely for non-speculative purposes; and

                  (17)     Indebtedness of the Company or any Restricted
         Subsidiary Incurred for the purposes of defeasing the Notes.

                  (c)      The Company shall not, and shall not permit any
Guarantor to, directly or indirectly, Incur any Indebtedness which by its terms
(or by the terms of any agreement governing such Indebtedness) is expressly
subordinated in right of payment to any other Indebtedness of the Company or
such Guarantor, as the case may be, unless such Indebtedness is also by its
terms (or by the terms of any agreement governing such Indebtedness) made
expressly subordinate to the Notes or the applicable Subsidiary Guarantee, as
the case may be, to the same extent and in the same manner as such Indebtedness
is subordinated to other Indebtedness of the Company or such Guarantor, as the
case may be.

                  (d)      For purposes of determining compliance with this
Section 4.9, in the event that an item of Indebtedness meets the criteria of
more than one of the categories in clauses (1) - (17) of Section 4.9(b) or is
entitled to be Incurred pursuant to the Coverage Ratio Exception, the Company
shall, in its sole discretion, classify or reclassify such item of Indebtedness
in one or more of the types of Indebtedness described, except that Indebtedness
Incurred under the Credit Agreement or Leasing Indebtedness on the Issue Date
shall be deemed to have been Incurred under clause (b)(1) or clause (b)(12) of
this Section 4.9, as the case may be.

                                      -42-
<PAGE>

                  Section 4.10. Limitation on Unrestricted Subsidiaries.

                  (a)      The Company may, on or after the Issue Date,
designate any Subsidiary of the Company (other than a Subsidiary of the Company
which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

                  (1)      no Default or Event of Default shall have occurred
         and be continuing at the time of or after giving effect to such
         Designation;

                  (2)      the Company would be permitted under this Indenture
         to make an Investment at the time of Designation (assuming the
         effectiveness of such Designation) in an amount (the "Designation
         Amount") equal to the sum of (A) the Fair Market Value of the Capital
         Stock of such Subsidiary owned by the Company and/or any of the
         Restricted Subsidiaries on such date and (B) the aggregate amount of
         Indebtedness of such Subsidiary owed to the Company and the Restricted
         Subsidiaries on such date; and

                  (3)      the Company would be permitted to Incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) pursuant to
         Section 4.9 at the time of Designation (assuming the effectiveness of
         such Designation).

                  In the event of any such Designation, the Company shall be
deemed to have made an Investment constituting a Restricted Payment in the
Designation Amount pursuant to Section 4.11 for all purposes of this Indenture.

                  (b)      The Company shall not, and shall not permit any
Restricted Subsidiary to, at any time:

                  (x)      provide direct or indirect credit support for or a
         guarantee of any Indebtedness of any Unrestricted Subsidiary (including
         any undertaking agreement or instrument evidencing such Indebtedness);

                  (y)      be directly or indirectly liable for any Indebtedness
         of any Unrestricted Subsidiary; or

                  (z)      be directly or indirectly liable for any Indebtedness
         which provides that the holder thereof may (upon notice, lapse of time
         or both) declare a default thereon or cause the payment thereof to be
         accelerated or payable prior to its final scheduled maturity upon the
         occurrence of a default with respect to any Indebtedness of any
         Unrestricted Subsidiary (including any right to take enforcement action
         against such Unrestricted Subsidiary), except, in the case of clause
         (x) or (y), to the extent permitted under Section 4.11.

                  (c)      The Company may revoke any Designation of a
Subsidiary as an Unrestricted Subsidiary ("Revocation"), whereupon such
Subsidiary shall then constitute a Restricted Subsidiary, if

                                      -43-
<PAGE>

                  (1)      no Default or Event of Default shall have occurred
         and be continuing at the time and after giving effect to such
         Revocation; and

                  (2)      all Liens and Indebtedness of such Unrestricted
         Subsidiaries outstanding immediately following such Revocation would,
         if Incurred at such time, have been permitted to be Incurred for all
         purposes of this Indenture.

                  All Designations and Revocations must be evidenced by an
officers' certificate of the Company delivered to the trustee certifying
compliance with the foregoing provisions.

                  Section 4.11.      Limitation on Restricted Payments.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if
at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

                  (1)      a Default or Event of Default shall have occurred and
         be continuing (or would result therefrom); or

                  (2)      the Company is not able to Incur an additional $1.00
         of Indebtedness pursuant to Section 4.9(a); or

                  (3)      the aggregate amount of all Restricted Payments
         (including such proposed Restricted Payment) made subsequent to the
         Issue Date would exceed the sum of

                           (i)      50% of the aggregate cumulative amount of
                           Consolidated Net Income of the Company earned during
                           the period subsequent to March 31, 2004 and ending
                           prior to the date of such Restricted Payment (such
                           date, the "Reference Date") (or, in case such
                           Consolidated Net Income shall be a deficit, minus
                           100% of such deficit);

                           (ii)     100% of the aggregate Net Cash Proceeds and
                           the Fair Market Value of property other than cash
                           received by the Company from the issuance or sale
                           subsequent to the Issue Date and on or prior to the
                           Reference Date of Qualified Capital Stock of the
                           Company or warrants, options or other rights to
                           acquire Qualified Capital Stock of the Company (but
                           excluding any debt security that is convertible into,
                           or exchangeable for, Qualified Capital Stock); and

                           (iii)    $15.0 million.

                  (b)      The provisions of the foregoing Section 4.11(a) shall
not prohibit:

                  (i)      dividends paid within 60 days after the date of
                  declaration thereof if at such date of declaration such
                  dividend would have complied with this Section 4.11; provided,
                  however, that such dividend shall be included in the
                  calculation of the amount of Restricted Payments;

                                      -44-
<PAGE>

                  (ii)     the Company and its Restricted Subsidiaries from
                  making loans or advancements to, or investments in, any Joint
                  Venture in an aggregate amount not exceeding $25.0 million
                  plus the lesser of (i) any amounts received as repayment of
                  any such loan, advancement or investment and (ii) the initial
                  amount thereof;

                  (iii)    any purchase or redemption of Capital Stock of the
                  Company made by exchange for, or out of the proceeds of the
                  substantially concurrent sale of, Capital Stock of the Company
                  (other than Disqualified Capital Stock and other than Capital
                  Stock issued or sold to a Subsidiary of the Company);
                  provided, however, that (A) such purchase or redemption shall
                  be excluded in the calculation of the amount of Restricted
                  Payments, and (B) any Net Cash Proceeds from such sale shall
                  be excluded from the calculation of amounts under Section
                  4.11(a)(3)(ii);

                  (iv)     loans and advances to employees of the Company or any
                  of its Restricted Subsidiaries for travel, entertainment and
                  relocation expenses in the ordinary course of business in an
                  aggregate amount outstanding at any one time not to exceed
                  $2.5 million;

                  (v)      so long as no Default or Event of Default shall have
                  occurred and be continuing, payments to holders of shares of
                  the Company's Series B Redeemable Convertible Preferred Stock,
                  no par value, $100,000 per share liquidation preference, for
                  cash dividend payments in respect thereof in accordance with
                  the certificate of designations governing such preferred
                  stock;

                  (vi)     so long as no Default or Event of Default shall have
                  occurred and be continuing, payments to holders of shares of
                  Qualified Capital Stock of the Company for cash dividend
                  payments or repurchases in respect thereof in the aggregate
                  not to exceed $20.0 million in any calendar year; and

                  (vii)    any purchase or redemption of Subordinated
                  Indebtedness of the Company or any Restricted Subsidiary (A)
                  in exchange for, or out of the proceeds of the substantially
                  concurrent issuance and sale of, Qualified Capital Stock or
                  (B) in exchange for, or out of the proceeds of the
                  substantially concurrent Incurrence of, Refinancing
                  Indebtedness permitted to be Incurred under Section 4.9 and
                  the other terms of this Indenture.

                  For purposes of performing the calculation specified in
Section 4.11(a)(3), amounts paid in respect of Section 4.11(b)(i), (v), (vi) and
(vii)(A) shall be counted as Restricted Payments and amounts paid in respect of
Section 4.11(b)(ii), (iii), (iv) and (vii)(B) shall not be counted as a
Restricted Payment. Any sale or transfer of property by an Unrestricted
Subsidiary to the Company or a Restricted Subsidiary with the intention of
taking back a lease of that property will be considered a loan to that
Unrestricted Subsidiary for this purpose.

                                      -45-
<PAGE>

                  Section 4.12.     Limitation on Restrictions on Distributions
                                    from Restricted Subsidiaries.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary:

                  (i)      to pay dividends or make any other distributions on
                  its Capital Stock or pay any Indebtedness owed to the Company
                  or any Restricted Subsidiary,

                  (ii)     to make any loans or advances to the Company or any
                  Restricted Subsidiary,

                  (iii)    to transfer any of its property or assets to the
                  Company or any Restricted Subsidiary, or

                  (iv)     to make payments in respect of any Indebtedness owed
                  to the Company or any Restricted Subsidiary,

except:

                  (1)      any such encumbrance or restriction pursuant to: (x)
                  an agreement in effect at or entered into on the Issue Date,
                  (y) the Credit Agreement and any guarantees thereunder or (z)
                  agreements governing Leasing Indebtedness only with respect to
                  a Leasing Subsidiary;

                  (2)      any such encumbrance or restriction with respect to a
                  Restricted Subsidiary pursuant to an agreement relating to any
                  Indebtedness Incurred by such Restricted Subsidiary on or
                  prior to the date on which such Restricted Subsidiary was
                  acquired by the Company (other than Indebtedness Incurred as
                  consideration in, or to provide all or any portion of the
                  funds or credit support utilized to consummate, the
                  transaction or series of related transactions pursuant to
                  which such Restricted Subsidiary became a Restricted
                  Subsidiary or was acquired by the Company) and outstanding on
                  such date;

                  (3)      any such encumbrance or restriction pursuant to an
                  agreement effecting a Refinancing of Indebtedness Incurred
                  pursuant to an agreement referred to in clause (1)(x) or (2)
                  of this Section 4.12 or contained in any amendment to an
                  agreement referred to in clause (1)(x) or (2) of this Section
                  4.12; provided, however, that the encumbrances and
                  restrictions with respect to such Restricted Subsidiary
                  contained in any such refinancing agreement or amendment are
                  no less favorable to the Holders of the Notes than any such
                  encumbrances and restrictions with respect to such Restricted
                  Subsidiary contained in such agreements;

                  (4)      any such encumbrance or restriction consisting of
                  customary nonassignment provisions in leases governing
                  leasehold interests to the extent such provisions restrict the
                  transfer of the lease or the property leased thereunder;

                                      -46-

<PAGE>

                  (5)      in the case of clause (iii) above, encumbrances and
                  restrictions contained in security agreements or mortgages
                  securing Indebtedness of the Company or a Restricted
                  Subsidiary to the extent such restrictions restrict the
                  transfer of the property subject to such security agreements
                  or mortgages;

                  (6)      any such encumbrance or restriction with respect to a
                  Restricted Subsidiary imposed pursuant to an agreement entered
                  into for the sale or disposition of all or substantially all
                  the Capital Stock or assets of such Restricted Subsidiary
                  pending the closing of such sale or disposition;

                  (7)      any such encumbrance or restriction with respect to
                  any Restricted Subsidiary that is a Foreign Subsidiary
                  pursuant to an agreement relating to Indebtedness permitted to
                  be Incurred pursuant to Section 4.9(10);

                  (8)      any encumbrance customarily contained in agreements
                  governing Joint Ventures permitted under this Indenture and
                  which were agreed to in good faith; and

                  (9)      restrictions imposed by applicable law.

                  Section 4.13.     Limitation on Sales of Assets.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, make any Asset Disposition unless:

                  (i)      the Company or such Restricted Subsidiary, as the
         case may be, receives consideration at the time of such sale or other
         disposition at least equal to the Fair Market Value thereof;

                  (ii)     at least 75% of the consideration received by the
         Company or such Restricted Subsidiary, as the case may be, consists of
         cash or Cash Equivalents; provided, however, that the amount of any
         Senior Indebtedness of the Company or such Restricted Subsidiary that
         is assumed by the transferee in any such transaction shall be deemed to
         be cash for purposes of this Section 4.13;

                  (iii)    upon the consummation of an Asset Disposition, the
         Company shall apply, or cause such Restricted Subsidiary to apply, an
         amount equal to 100% of the Net Available Cash from such Asset
         Disposition within 365 days from the later of such Asset Disposition or
         the receipt of such Net Available Cash to (A) repay, prepay or purchase
         secured Senior Indebtedness (including, without limitation, obligations
         under the Credit Agreement (including cash collateralization of any
         such obligations)); or (B) acquire Additional Assets and/or invest in
         working capital for the Company and any of its Restricted Subsidiaries;
         and

                  (iv)     On the 366th day after the later of any Asset
         Disposition or the receipt of Net Available Cash related to such Asset
         Disposition, or such earlier date, if any, as the Board of Directors of
         the Company determines not to apply the Net Available Cash relat-

                                      -47-

<PAGE>

         ing to such Asset Disposition as set forth above in clause (iii)(A) or
         (B) and the aggregate amount of such Net Available Cash equals at least
         $20.0 million (the "Asset Sale Offer Trigger Date"), the aggregate
         amount of such Net Available Cash (such amount, the "Asset Sale Offer
         Amount") to make an offer to purchase (the "Asset Sale Offer") on a
         date (the "Asset Sale Offer Date") that is not less than 30 nor more
         than 60 days following the applicable Asset Sale Offer Trigger Date,
         from all Holders and from all holders of other Indebtedness of the
         Company that is not, by its terms, expressly subordinated in right of
         payment to the Notes and the terms of which require an offer to
         purchase such other Indebtedness with the proceeds from the Asset
         Disposition, on a pro rata basis, that amount of Notes and such other
         Indebtedness equal to the Asset Sale Offer Amount at a price equal to
         100% of the principal amount of such Notes or such other Indebtedness
         (or the accreted value of such other Indebtedness, if such other
         Indebtedness is issued at a discount), to be purchased, plus accrued
         and unpaid interest, if any, thereon to the date of purchase.

                  The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other applicable laws
or regulations thereunder in connection with the repurchase of Notes pursuant to
this Indenture. To the extent that the provisions of any applicable laws or
regulations conflict with the provisions of this Section 4.13, the Company shall
comply with the applicable laws and regulations and shall not be deemed to have
breached its obligations under the indenture by virtue of any conflict.

                  Section 4.14.     Limitation on Affiliate Transactions.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, enter into or permit to exist any transaction or
series of transactions (including the purchase, sale, lease or exchange of any
property, employee compensation arrangements or the rendering of any service)
with any Affiliate of the Company (an "Affiliate Transaction") unless the terms
thereof are no less favorable to the Company or such Restricted Subsidiary than
those which could be obtained at the time of such transaction in arm's-length
dealings with a Person who is not such an Affiliate.

                  In addition, the Company shall not, and shall not permit any
Restricted Subsidiary to, enter into any Affiliate Transaction unless:

                  (i)      with respect to such Affiliate Transaction involving
         the aggregate value, remuneration or other consideration of less than
         or equal to $10.0 million, the management of the Company shall have
         approved the transaction in good faith;

                  (ii)     with respect to such Affiliate Transaction involving
         the aggregate value, remuneration or other consideration of more than
         $10.0 million but less than or equal to $25.0 million, the Company has
         obtained approval of a majority of the Board of Directors of the
         Company (including a majority of the disinterested directors); and

                  (iii)    with respect to such Affiliate Transaction involving
         the aggregate value, remuneration or other consideration of more than
         $25.0 million, the Company has delivered to the Trustee an opinion of a
         nationally recognized investment banking firm to the

                                      -48-

<PAGE>

         effect that such Affiliate Transaction is fair to the Company or such
         Restricted Subsidiary, as the case may be, from a financial point of
         view.

                  (b)      The provisions of the foregoing Section 4.14(a) shall
         not prohibit:

                  (i)      any Restricted Payment permitted to be paid pursuant
         to Section 4.11;

                  (ii)     employment, consulting, loan, and compensation
         arrangements and agreements of the Company or any Restricted Subsidiary
         with any officer or employee of the Company or any Restricted
         Subsidiary, consistent with past practice or approved by the Board of
         Directors;

                  (iii)    indemnification arrangements with officers and
         directors of the Company or any of its Restricted Subsidiaries;

                  (iv)     the grant of stock options or similar rights to
         employees and directors of the Company or any Restricted Subsidiary
         pursuant to plans approved by the Board of Directors; and

                  (v)      any Affiliate Transaction between the Company and a
         Restricted Subsidiary or between Restricted Subsidiaries.

                  Section 4.15.     Change of Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder shall have the right to require that the Company repurchase such Holder's
Notes (a "Change of Control Offer") at a purchase price in cash equal to 101% of
the principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of holders of record on the relevant
record date to receive interest on the relevant interest payment date), in
accordance with Section 4.15(b); provided, however, that notwithstanding the
occurrence of a Change of Control, the Company will not be obligated to purchase
the Notes pursuant to a Change of Control Offer if, prior to the time at which
the Change of Control Offer is required to be made under this Section 4.15, the
Company mails an irrevocable notice of redemption of all of the Notes pursuant
to Article 3.

                  (b)      Within 30 days following any Change of Control
(except under the circumstances contemplated by the proviso contained in Section
4.15(a)), the Company shall mail a notice to each Holder with a copy to the
Trustee stating:

                  (1)      that a Change of Control has occurred and that such
         Holder has the right to require the Company to purchase such Holder's
         Notes at a purchase price in cash equal to 101% of the principal amount
         thereof plus accrued and unpaid interest, if any, to the date of
         purchase (subject to the right of holders of record on the relevant
         record date to receive interest on the relevant interest payment date);

                                      -49-

<PAGE>

                  (2)      the circumstances and relevant facts regarding such
         Change of Control (including information with respect to pro forma
         historical income, cash flow and capitalization after giving effect to
         such Change of Control);

                  (3)      the repurchase date (which shall be no earlier than
         30 days nor later than 60 days from the date such notice is mailed);
         and

                  (4)      the instructions determined by the Company,
         consistent with this Section 4.15, that a Holder must follow in order
         to have its Notes purchased.

                  (c)      Holders electing to have a Note purchased will be
required to surrender the Note with an appropriate form duly completed, to the
Company at the address specified in the notice at least 10 Business Days prior
to the purchase ate. Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than three Business Days prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note which was delivered for
purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Note purchased.

                  (d)      On the purchase date, all Notes purchased by the
Company under this Section 4.15 shall be delivered by the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled hereto.

                  (e)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
applicable laws or regulations in connection with the purchase of Notes pursuant
to this Section 4.15. To the extent that the provisions of any applicable laws
or regulations conflict with the provisions of this Section 4.15, the Company
shall comply with the applicable laws and regulations and shall not be deemed to
have breached its obligations under this Section 4.15 by virtue thereof.

                  Section 4.16.     Limitation on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any
nature whatsoever on any of its properties (including Capital Stock of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
other than Permitted Liens, without effectively providing that the Notes shall
be secured equally and ratably with (or prior to, in the case of any
Subordinated Indebtedness so secured) the obligations so secured for so long as
such obligations are so secured.

                  Section 4.17.     Limitation on Sale/Leaseback Transactions.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any
property unless (i) the Company or such Restricted Subsidiary would be entitled
to create a Lien on such property without equally and ratably securing the Notes
pursuant to Section 4.16 or (ii) the net proceeds of such sale are applied in
accordance with Section 4.13(iii) as if references therein to Net Available Cash
are to

                                      -50-

<PAGE>

such net proceeds and as if references therein to Asset Disposition were to such
Sale/Leaseback Transaction.

                  Section 4.18.     Subsidiary Guarantees.

                  The Notes shall be guaranteed by each existing or future
Restricted Subsidiary of the Company that is a guarantor of or otherwise an
obligor with respect to any other Indebtedness of the Company. If the Company or
any of its Restricted Subsidiaries shall organize, acquire or otherwise invest
in another domestic Restricted Subsidiary, then such transferee or acquired or
other Restricted Subsidiary shall (1) by a supplemental indenture executed and
delivered to the Trustee, in form satisfactory to the Trustee, unconditionally
guarantee on a senior basis pursuant to Article 10 all of the Company's
obligations under the Notes, Additional Notes, if any, and this Indenture; and
(2) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel
each stating that such supplemental indenture complies with this Indenture.
Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of
this Indenture.

                  Section 4.19.     Further Instruments and Acts.

                  Upon request of the Trustee, the Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

                  Section 4.20.     Suspension of Covenants.

                  (a)      During any period in which the Notes are rated
Investment Grade by both Rating Agencies and no Default or Event of Default has
occurred and is continuing under this Indenture (the "Suspension Period"),
Sections 4.9, 4.10, 4.11, 4.12, 4.13 and 4.14 will not apply (collectively, the
"Suspended Covenants"). Upon the suspension of the Suspended Covenants, the
amount of Net Cash Proceeds for purposes of Section 4.13 shall be set at zero.

                  (b)      In the event that the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of Section 4.19(a) and either Rating Agency subsequently withdraws
its rating or downgrades its rating of the Notes below Investment Grade, or a
Default or Event of Default occurs and is continuing, then the Company and its
Restricted Subsidiaries shall thereafter again be subject to the Suspended
Covenants (such date, the "Reversion Date"). On the Reversion Date, all
Indebtedness incurred during the Suspension Period prior to such Reversion Date
shall be deemed to have been outstanding on the Issue Date and classified as
permitted under Section 4.9(b)(4). For purposes of calculating the amount
available to be made as Restricted Payments under Section 4.11(a)(3),
calculations under such Section 4.11(a)(3) will be made with reference to the
Issue Date as set forth in that Section. Accordingly, (x) Restricted Payments
made during the Suspension Period will reduce the amount available to be made as
Restricted Payments under Section 4.11(a) and (y) the items specified in
Sections 4.11(a)(3)(i) and (a)(3)(ii) will increase the amount available to be
made as Restricted Payments under Section 4.11(a)(3).

                  The results of actions taken by the Company and the Restricted
Subsidiaries during the period in which the Notes are rated Investment Grade,
and did not otherwise violate this

                                      -51-

<PAGE>

Indenture at the time such actions were taken, shall be permitted to remain in
place after any date on which the Notes are no longer rated Investment Grade
without causing a Default or Event of Default.

                                   ARTICLE 5

                                SUCCESSOR COMPANY

                  Section 5.1.      Merger and Consolidation.

                  Neither the Company nor any Guarantor shall consolidate with
or merge with or into, or convey, transfer or lease all or substantially all its
assets to, any Person, unless:

                  (i)      the resulting, surviving or transferee Person (the
         "Successor Company") shall be a Person organized and existing under the
         laws of the United States of America, any state thereof or the District
         of Columbia and the Successor Company (if not the Company or such
         Guarantor) shall expressly assume, by an indenture supplemental to this
         Indenture, executed and delivered to the Trustee, in form reasonably
         satisfactory to the Trustee, all the obligations of the Company under
         the Notes and this Indenture or the Guarantor under the Subsidiary
         Guarantee and this Indenture, as applicable;

                  (ii)     immediately after giving effect to such transaction
         (and treating any Indebtedness which becomes an obligation of the
         Successor Company or any Subsidiary as a result of such transaction as
         having been Incurred by such Successor Company or such Subsidiary at
         the time of such transaction), no Event of Default shall have occurred
         and be continuing; and

                  (iii)    immediately after giving effect to such transaction,
         the Company would be able to Incur at least an additional $1.00 of
         Indebtedness pursuant to the Coverage Ratio Exception.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  Section 5.2.      Successor Corporation Substituted.

                  The Successor Company shall be the successor to the Company or
Guarantor, as the case may be, and shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture, but the
predecessor Company in the case of a conveyance, transfer or lease shall not be
released from the obligation to pay the principal of and interest on the Notes.

                                      -52-

<PAGE>

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

                  Section 6.1.      Events of Default.

                  An "Event of Default" is defined herein as:

                  (i)      a default in the payment of interest on the Notes
         when due, continued for 30 days;

                  (ii)     a default in the payment of principal of any Note
         when due at its Stated Maturity, upon redemption, upon required
         repurchase, upon declaration or otherwise;

                  (iii)    the failure by the Company to comply for 30 days
         after notice with its obligations under Section 4.4, 4.9, 4.10. 4.11,
         4.12, 4.13, 4.14, 4.16 or 4.17 and its other agreements contained in
         this Indenture (except in the case of a default with respect to
         Sections 4.15 and 5.1, which will constitute Events of Default with
         notice but without passage of time);

                  (iv)     the failure to pay at the final stated maturity
         (after giving effect to any applicable grace periods) Indebtedness
         (other than Non-Recourse Leasing Indebtedness) of the Company or any
         Restricted Subsidiary, or the acceleration of such Indebtedness (other
         than Non-Recourse Leasing Indebtedness) of the Company or any
         Restricted Subsidiary by the holders thereof because of a default, if
         the aggregate principal amount of such Indebtedness exceeds $10.0
         million (or its foreign currency equivalent);

                  (v)      the Company or any Significant Subsidiary pursuant to
         or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case;

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

                           (C)      consents to the appointment of a Custodian
                  of it or for any substantial part of its property; or

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

                           (E)      or takes any comparable action under any
                  foreign laws relating to insolvency;

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

                           (A)      is for relief against the Company or any
                  Restricted Subsidiary in an involuntary case;

                                      -53-

<PAGE>

                           (B)      appoints a Custodian of the Company or any
                  Restricted Subsidiary or for any substantial part of its
                  property; or

                           (C)      orders the winding up or liquidation of the
                  Company or any Restricted Subsidiary;

         or any similar relief is granted under any foreign laws and the order
         or decree remains unstayed and in effect for 60 days; or

                  (vii)    any judgment or decree for the payment of money in
         excess of $10.0 million (or its foreign currency equivalent) (to the
         extent not covered by insurance) is rendered against the Company or any
         Restricted Subsidiary and is not discharged, paid or stayed for a
         period of 60 consecutive days after such judgment or judgments become
         final and non-appealable; or

                  (viii)   the Subsidiary Guarantee of any Significant
         Subsidiary ceases to be in full force and effect (except as
         contemplated by the terms of the Subsidiary Guarantee under this
         Indenture and this Indenture) or is declared null and void in a
         judicial proceeding or any Guarantor denies or disaffirms its
         obligations under this Indenture or its Subsidiary Guarantee under this
         Indenture.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is affected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

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

                  A Default under clause (iii) of this Section 6.1 is not an
Event of Default until the Trustee or the Holders of at least 25% in principal
amount of the Notes notify the Company of the Default, which notice shall
specify that it is a "Notice of Default".

                  Section 6.2.      Acceleration.

                  If any Event of Default (other than an Event of Default
specified in Section 6.1(v) or (vi) with respect to the Company) occurs and is
continuing, the Trustee by notice to the Company or the Holders of at least 25%
in principal amount of the Notes by written notice to the Company (and the
Trustee, if such notice is given by such Holders), may declare the principal of
and accrued and unpaid interest, if any, on all the Notes to be due and payable
immediately, which notice shall specify the Events of Default and that it is a
"Notice of Acceleration". Upon such a declaration, such principal and interest
shall be due and payable immediately.

                  If an Event of Default specified in Section 6.1(v) or (vi)
with respect to the Company occurs and is continuing, the principal of and
accrued and unpaid interest, if any, on all the

                                      -54-

<PAGE>

Notes shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders.

                  The Holders of a majority in principal amount of the Notes by
notice to the Company and the Trustee may, on behalf of all of the Holders of
all of the Notes, rescind and cancel an acceleration and its consequences:

                  (1)      if the rescission would not conflict with any
judgment or decrees

                  (2)      if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration;

                  (3)      to the extent that the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid;

                  (4)      if the Company has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its expenses, disbursement and
advances; and

                  (5)      in the event of the cure or waiver of an Event of
Default of the type described in clause (v) of the description above of Events
of Default, the Trustee shall have received an Officers' Certificate and an
opinion of counsel that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

                  Section 6.3.      Other Remedies.

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

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

                  Section 6.4.      Waiver of Past Defaults.

                  The Holders of a majority in principal amount of the Notes by
notice to the Trustee may waive an existing Default and its consequences except
(i) a Default in the payment of the principal of or interest on a Note or (ii) a
Default in respect of a provision that under Section 9.2 cannot be amended
without the consent of each Holder affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.

                                      -55-

<PAGE>

                  Section 6.5.      Control by Majority.

                  The Holders of a majority in principal amount of the Notes may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Section 7.1, that the Trustee
determines is unduly prejudicial to the rights of other Holders or would involve
the Trustee in personal liability; provided, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

                  Section 6.6.      Limitation on Suits.

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

                  (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default is continuing;

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

                  (3)      such Holder or Holders offer to the Trustee
         reasonable security or indemnity satisfactory to it against any loss,
         liability or expense;

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

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

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

                  Section 6.7.      Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of and interest on those
Notes held by such Holder, on or after the respective due dates expressed in the
Notes, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

                  Section 6.8.      Collection Suit by Trustee.

                  If an Event of Default in payment of interest or principal
specified in Section 6.1(i) or (ii) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest

                                      -56-

<PAGE>

remaining unpaid (together with interest on such unpaid interest to the extent
lawful) and the amounts provided for in Section 7.7.

                  Section 6.9.      Trustee May File Proofs of Claim.

                  The trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Holders allowed in any judicial proceedings relative to the
Company, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.7.

                  Section 6.10.     Priorities.

                  If the Trustee collects any money or property pursuant to this
Article 6, it shall pay out the money or property in the following order:

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

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

                  THIRD:  to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and amount to be paid.

                  Section 6.11.     Undertaking for Costs.

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

                                      -57-

<PAGE>

                  Section 6.12.     Waiver of Stay or Extension Laws.

                  Each of the Company and each Guarantor (to the extent it may
lawfully do so) shall 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
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and each of the Company and each
Guarantor (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE 7

                                     TRUSTEE

                  Section 7.1.      Duties of Trustee.

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

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

                  (a)      The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others, and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee.

                  (b)      In the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any such certificates or
         opinions which by any provision hereof are specifically required to be
         furnished to the Trustee, the Trustee shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture (but need not confirm or investigate the
         accuracy of any mathematical calculations or other facts stated
         therein).

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

                  (a)      This paragraph does not limit the effect of paragraph
         (2) of this Section 7.1.

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

                                      -58-

<PAGE>

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

                  (4)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (1), (2), (3) and (5) of this Section 7.1.

                  (5)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee will
be under no obligation to exercise any of the rights or powers under this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security satisfactory to it
against any loss, liability or expense.

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

                  Section 7.2.      Rights of Trustee.

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

                  (2)      Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers' Certificate or Opinion of Counsel. The
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall 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.

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

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

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

                  (6)      The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture.

                                      -59-

<PAGE>

                  (7)      The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

                  Section 7.3.      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 an
Affiliate with the same rights it would have if it were not Trustee. Any Paying
Agent may do the same with like rights. However, the Trustee is subject to
Sections 7.10 and 7.11.

                  Section 7.4.      Trustee's Disclaimer.

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

                  Section 7.5.      Notice of Defaults.

                  If a Default occurs and is continuing, the Trustee shall mail
to Holders a notice of the Default, if known to the Trustee, within 90 days
after it occurs. In the absence of notice to the contrary, the Trustee shall be
entitled to assume that such obligations are outstanding. Except in the case of
a Default in payment on any Note (including the failure to make a mandatory
redemption pursuant hereto), the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is not opposed to the interests of Holders.

                  Section 7.6.      Reports by Trustee to Holders.

                  Within 60 days after each May 15, beginning with the May 15
following the date of this Indenture, the Trustee shall mail to Holders a brief
report dated as of such reporting date that complies with TIA Section 313(a), if
such a report is required pursuant to TIA Section 313(a). The Trustee also shall
comply with TIA Section 313(b). The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

                  Commencing if and when this Indenture is qualified under the
TIA, a copy of each report at the time of its mailing to Holders shall be filed
with the SEC and each stock exchange on which the Notes are listed. The Company
or any other obligor upon the Notes shall promptly notify the Trustee when the
Notes are listed on any stock exchange or delisted therefrom.

                                      -60-

<PAGE>

                  Section 7.7.      Compensation and Indemnity.

                  The Company and the Guarantors, jointly and severally, shall
pay to the Trustee from time to time such compensation as shall be agreed in
writing from time to time by the Company and the Trustee for its acceptance of
this Indenture and services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
and the Guarantors, jointly and severally, shall reimburse the Trustee upon
request for all reasonable disbursements, advances and expenses incurred by it.
Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel. The obligations of the Company and
the Guarantors under this Section 7.7 to compensate and indemnify the Trustee
and its agents and to reimburse the Trustee for its reasonable expenses shall
survive the termination of the Company's obligations hereunder and the
satisfaction and discharge of this Indenture.

                  The Company and the Guarantors, jointly and severally, shall
indemnify the Trustee, its employees, officers, directors and agents, and any
predecessor trustee against any and all losses, liabilities, damages, claims, or
expenses, including taxes (other than taxes based on the income of the Trustee),
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next paragraph. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity of which a Responsible Officer has received written
notice. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through its own negligence
or willful misconduct.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee.
Compensation, reimbursement and indemnification to the Trustee under this
Section 7.7 is not subordinated to Senior Indebtedness.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(vi) or (vii) with respect to the
Company occurs, the expenses and the compensation for the services are intended
to constitute expenses of administration under any Bankruptcy Law.

                  Section 7.8.      Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.8.

                                      -61-

<PAGE>

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

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

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

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

                  (4)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company and any other obligor upon the
Notes shall promptly appoint a successor Trustee.

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

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall, upon payment of its charges
hereunder, promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the Lien provided for in Section 7.7. Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the Company's
obligations under Section 7.7 thereof shall continue for the benefit of the
retiring Trustee.

                  Section 7.9.      Successor Trustee by Merger, etc.

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

                  Section 7.10.     Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America or of any state thereof authorized under such laws to exercise
corporate trustee power, shall be subject to supervision or

                                      -62-

<PAGE>

examination by Federal or state authority and shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. No obligor upon the Notes or any Affiliate of such obligor
shall serve as trustee upon the Notes.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee is subject to TIA Section
310(b) regarding disqualification of a trustee upon acquiring any conflicting
interest.

                  Section 7.11.     Preferential Collection of Claims Against
                                    Company.

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

                                   ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section 8.1.      Option To Effect Legal Defeasance or
                                    Covenant Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a board resolution, at any time, elect to have either Section 8.2
or 8.3 be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article 8.

                  Section 8.2.      Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.5 and the other Sections of this Indenture referred to
in clauses (a) through (d) below, and to have satisfied all of its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

                  (i)      rights of registration of transfer and exchange and
         the Company's right of redemption;

                  (ii)     substitution of mutilated, defaced, destroyed, lost
         or stolen Notes;

                  (iii)    rights of Holders of the Notes to receive payments of
         principal and interest on the Notes;

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<PAGE>

                  (iv)     the rights, obligations and immunities of the Trustee
         under this Indenture; and

                  (v)      rights of the holders of the Notes as beneficiaries
         of this Indenture with respect to the property so deposited with the
         Trustee payable to all or any of them.

                  Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.2, notwithstanding the prior exercise
of its option under Section 8.3.

                  Section 8.3.      Covenant Defeasance.

                  Upon the Company's exercise under Section 8.1 of the option
applicable to this Section 8.3, the Company and the Guarantors, if any, shall,
subject to the satisfaction of the conditions set forth in Section 8.4, be
released from their respective obligations under the covenants contained in
Sections 4.4, 4.7, 4.9 through 4.18, inclusive, and Sections 5.1 and 10.1 with
respect to the outstanding Notes on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document, and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.1, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.1
of the option applicable to this Section 8.3, subject to the satisfaction of the
conditions set forth in Section 8.4, Sections 6.1(iii), 6.1(iv), 6.1(vii), and
6.1(viii) shall not constitute Events of Default.

                  Section 8.4.      Conditions to Legal or Covenant Defeasance.

                  The following are the conditions precedent to the application
of either Section 8.2 or 8.3 to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (1)      the Company must irrevocably deposit with the Trustee
         (or another trustee satisfying the requirements of Section 7.10 who has
         agreed to comply with the provisions of this Article 8 applicable to
         it), in trust, for the benefit of the Holders cash in U.S. dollars,
         U.S. Government Obligations, or a combination thereof, in such amounts
         as will be sufficient, in the opinion of a nationally recognized firm
         of independent public accountants selected by the Company, to pay the
         principal of, premium, if any, and interest on the Notes on the stated
         date for payment thereof or on the applicable redemption date, as the
         case may be;

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<PAGE>

                  (2)      in the case of Legal Defeasance, the Company shall
         have delivered to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee confirming that:

                  (a)      the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling; or

                  (b)      since the date of this Indenture, there has been a
         change in the applicable federal income tax law,

         in either case to the effect that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of such Legal
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

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

                  (4)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit or insofar as Events of
         Default from bankruptcy or insolvency events are concerned, at any time
         in the period ending on the 91st day after the date of deposit (other
         than a Default or Event of Default resulting from the borrowing of
         funds to be applied to such deposit and the grant of any Lien securing
         such borrowings);

                  (5)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under
         this Indenture (other than a Default or an Event of Default resulting
         from the borrowing of funds to be applied to such deposit and the grant
         of any Lien securing such borrowings) or any other material agreement
         or instrument to which the Company or any of its Subsidiaries is a
         party or by which the Company or any of its Subsidiaries is bound;

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

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

                  (8)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that, assuming no intervening
         bankruptcy of the Company between the date of deposit and the 91st day
         following the date of deposit and that no Holder is an insider of

                                      -65-

<PAGE>

         the Company, after the 91st day following the date of deposit, the
         trust funds will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (i) have
become due and payable or (ii) will become due and payable on the Maturity Date
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.

                  Section 8.5.      Deposited Money and U.S. Government
                                    Obligations To Be Held in Trust; Other
                                    Miscellaneous Provisions.

                  Subject to Section 8.6, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5 only,
the "Trustee") pursuant to Section 8.4 in respect of the outstanding Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (other than the Company) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of
principal or Redemption Price of, and interest on, the Notes, but such money
need not be segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 8.4 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Obligations held by it as
provided in Section 8.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

                  Section 8.6.      Repayment to the Company.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal, Redemption
Price or purchase price of, or interest on any Note and remaining unclaimed for
two years after such amount has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the
Company for payment thereof as a general creditor, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being re-

                                      -66-

<PAGE>

quired to make any such repayment, at the expense of the Company, if required by
applicable law cause to be published once, in The New York Times and The Wall
Street Journal (national editions), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days after
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

                  Section 8.7.      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 8.2 or
8.3, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture, and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3, as the
case may be; provided, however, that, if the Company makes any payment with
respect to any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                  Section 8.8.      Termination of Obligations upon Cancellation
                                    of the Notes.

                  This Indenture will be discharged and will cease to be of
further effect (except as set forth below and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:

                  (1)      either:

                           (a)      all the Notes theretofore authenticated and
                  delivered (except lost, stolen or destroyed Notes which have
                  been replaced or paid and Notes for whose payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Company and thereafter repaid to the Company or
                  discharged from such trust) have been delivered to the Trustee
                  for cancellation;

                           (b)      all Notes not theretofore delivered to the
                  Trustee for cancellation (1) have become due and payable or
                  (2) will become due and payable within one year, or are to be
                  called for redemption within one year, under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company, and the Company has irrevocably deposited or
                  caused to be deposited with the Trustee funds in an amount
                  sufficient to pay and discharge the entire Indebtedness on the
                  Notes not theretofore delivered to the Trustee for
                  cancellation, for principal of, premium, if any, and interest
                  on the Notes to the date of deposit together with irrevocable
                  instructions thereof at maturity or redemption, as the case
                  may be;

                  (2)      the Company has paid all other sums payable under
         this Indenture by the Company; and

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<PAGE>

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  Section 8.9.      Survival of Certain Obligations.

                  Notwithstanding the satisfaction and discharge of this
Indenture the respective obligations of the Company and the Trustee under
Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.8, 2.14, 3.7, 4.1, 4.2, 6.7, 7.7, 7.8, 8.5,
8.6 and 8.7 and shall survive until the Notes are no longer outstanding, and
thereafter the obligations of the Company and the Trustee under Sections. 7.7,
8.5 and 8.6 shall survive. Nothing contained in this Article 8 shall abrogate
any of the obligations or duties of the Trustee under this Indenture.

                                   ARTICLE 9

                                   AMENDMENTS

                  Section 9.1.      Without Consent of Holders.

                  The Company and the Trustee may amend or enter into an
indenture or indentures supplemental hereto without the consent of any Holder:

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

                  (2)      to comply with Section 5.2;

                  (3)      to comply with any requirements of the SEC in
         connection with the qualification of this Indenture under the TIA as
         then in effect;

                  (4)      to provide for uncertificated Notes in addition to
         certificated Notes;

                  (5)      to secure the Notes and to make intercreditor
         arrangements with respect to any such Note, unless the incurrence of
         such obligations or the security thereof is prohibited by this
         Indenture;

                  (6)      to evidence or to provide for a replacement Trustee
         under Section 7.8; or

                  (7)      to add to the covenants and agreements of the
         Company, or any obligor with respect to the Notes, for the benefit of
         the Holders of the Notes or to surrender any right or power herein
         conferred on the Company; or

                  (8)      to make any change that does not materially adversely
         affect the rights of any Holder of the Notes.

                  Upon the request of the Company, accompanied by a resolution
of the Board of Directors authorizing the execution of any such amendment or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 9.6 hereof, the Trustee shall join with the Company in the
execution of any amendment or supplemental indenture authorized or

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<PAGE>

permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustees
shall not be obligated to enter into such amendment or supplemental indenture
which affects its own rights, duties or immunities under this Indenture or
otherwise.

                  Section 9.2.      With Consent of Holders.

                  The Company and the Trustee may amend or enter into an
indenture or indentures supplemental hereto with the written consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes. The Holders of a majority in principal amount of the Notes
then outstanding may, or the Trustee with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Notes may, waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes.

                  Upon the request of the Company, accompanied by a resolution
of the Board of Directors authorizing the execution of any such amendment or
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.6 hereof, the Trustee shall join with the
Company in the execution of such amendment or supplemental indenture unless such
amendment or supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amendment or
supplemental indenture.

                  It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment,
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof.

                  After an amendment, supplemental indenture or waiver under
Section 9.1 or this Section 9.2 becomes effective, the Company shall mail to the
Holders of each Note affected thereby a copy of such amendment, supplemental
indenture or waiver and a notice briefly describing the amendment, supplemental
indenture or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amendment, supplemental indenture or waiver.

                  Notwithstanding the first paragraph of this Section 9.2,
without the consent of each Holder affected, an amendment, supplemental
indenture or waiver under this Section 9.2 shall not:

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

                  (2)      reduce the stated rate of or extend the stated time
         for payment of interest, including default interest, on any Note;

                  (3)      reduce the principal of, any installment of interest
         on or any premium with respect to any Note, change the Stated Maturity
         of any Note or change the periods during which any Note may be redeemed
         in accordance with Section 3.7;

                                      -69-

<PAGE>

                  (4)      make any Note payable in currency other than that
         stated in the Note;

                  (5)      impair the right of any Holder of the Notes to
         receive payment of principal of and interest on Notes on or after the
         due dates therefor or to institute suit for the enforcement of any
         payment on or with respect to such Holder's Notes;

                  (6)      after the Company's obligation to purchase notes
         arises hereunder, amend, change or modify in any material respect in a
         manner adverse to the Holders of the obligation of the Company to make
         and consummate a Change of Control Offer in the event of a Change of
         Control or make and consummate an Asset Sale Offer with respect to any
         Asset Disposition that has been consummated or, after such Change of
         Control has occurred or such Asset Disposition has been consummated,
         modify any of the provisions or definitions with respect thereto;

                  (7)      reduce the percentage in principal amount of
         outstanding Notes the consent of the Holders of which is necessary to
         amend this Indenture, to waive compliance with certain provisions of
         this Indenture or to waive certain defaults; or

                  (8)      release any Guarantor from any of its obligations
         under the Subsidiary Guarantee or this Indenture, except as permitted
         hereunder.

                  Section 9.3.      Compliance with Trust Indenture Act.

                  Every amendment to or waiver of this Indenture or the Notes
shall be set forth in a supplemental indenture that complies with the TIA as
then in effect.

                  Section 9.4.      Revocation and Effect of Consents.

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

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplemental indenture or waiver. If a record date is fixed, those
persons who were Holders at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such amendment,
supplemental indenture or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 120 days after such
record date.

                                      -70-

<PAGE>

                  Section 9.5.      Notation on or Exchange of Notes.

                  The Trustee may place an appropriate notation about an
amendment, supplemental indenture or waiver on any Note thereafter
authenticated. The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment, supplemental indenture
or waiver.

                  Section 9.6.      Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, waiver or supplemental
indenture authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, waiver or supplemental indenture, the Trustee shall be
provided with and, subject to Section 7.1, shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that such amendment, waiver or supplemental indenture is authorized or permitted
by this Indenture, that it is not inconsistent herewith, and that it will be
valid and binding upon the Company in accordance with its terms.

                                   ARTICLE 10

                                   GUARANTEES

                  Section 10.1.     Subsidiary Guarantee.

                  Subject to the provisions of this Article 10, each Guarantor
in respect of the Notes hereby jointly and severally unconditionally guarantees,
on a senior unsecured basis, to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors, irrespective of
(i) the validity and enforceability of this Indenture, the Notes or the
obligations of the Company or any other Guarantors to the Holders of the Notes
or the Trustee hereunder or thereunder or (ii) the absence of any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or default of a Guarantor, that: (a) the principal
of, premium, if any, and interest with respect to the Notes shall be duly and
punctually paid in full when due, whether at maturity, by acceleration or
otherwise, and interest on the overdue principal and (to the extent permitted by
law) interest, if any, with respect to the Notes and all other obligations of
the Company or any Guarantor to the Holders of the Notes or the Trustee
hereunder or thereunder and all other obligations under this Indenture with
respect to the Notes or the Notes shall be promptly paid in full or performed,
all in accordance with the terms of this Indenture and thereof and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so Guaranteed, or failing performance of any other obligation of the Company to
the Holders of the Notes, for whatever reason, each Guarantor shall be obligated
to pay, or to perform or cause the performance of, the same immediately. An
Event of Default under this Indenture or the Notes shall constitute an event of
default under the Subsidiary Guarantee, and shall entitle the Holders of Notes
or the Trustee to accelerate the obligations of the Guarantors of such Notes
hereunder in the same manner and to the same extent as the obligations of the
Company.

                                      -71-

<PAGE>

                  Each Guarantor, by execution of the Subsidiary Guarantee,
waives the benefit of diligence, presentment, demand for payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that such Subsidiary Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes, this Indenture and such Subsidiary Guarantee. The Subsidiary Guarantee is
a guarantee of payment and not of collection. If any Holder or the Trustee is
required by any court or otherwise to return to the Company or to any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or such Guarantor, any amount paid by the Company or
such Guarantor to the Trustee or such Holder of the Notes, the Subsidiary
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor further agrees that, as between it, on the one
hand, and the Holders of the Notes and the Trustee, on the other hand, (a)
subject to this Article 10, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article 6 of this Indenture for the purposes
of the Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby and (b) in the event of any acceleration of such obligations
as provided in Article 6 of this Indenture, such obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the
purpose of such Subsidiary Guarantee.

                  The Subsidiary Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the
Company for liquidation or reorganization, should the Company become insolvent
or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Company's assets,
and shall, to the fullest extent permitted by law, continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Notes are pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes, whether as a
"voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Notes shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

                  No shareholder, officer, director, employee or incorporator,
past, present or future, or any Guarantor, as such, shall have any personal
liability under this Subsidiary Guarantee by reason of his, her or its status as
such shareholder, officer, director, employee or incorporator.

                  Section 10.2.     Execution and Delivery of Subsidiary
                                    Guarantee.

                  To further evidence the Subsidiary Guarantee set forth in
Section 10.1 of this Indenture, each Guarantor hereby agrees that a notation of
such Subsidiary Guarantee, substantially in the form included in Exhibit F to
this Indenture, shall be endorsed on each Note authenticated and delivered by
the Trustee after this Article 10 with respect to such Guarantor becomes
effective and such Subsidiary Guarantee shall be executed by either manual or
facsimile signature of an officer of each Guarantor. The validity and
enforceability of any Subsidiary Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.

                                      -72-

<PAGE>

                  Each of the Guarantors hereby agrees that its Subsidiary
Guarantee set forth in Section 10.1 of this Indenture shall remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee.

                  If an officer of a Guarantor whose signature is on this
Indenture or a Subsidiary Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which such Subsidiary Guarantee is endorsed or
at any time thereafter, such Guarantor's Subsidiary Guarantee of such Note shall
be valid nevertheless.

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

                  Section 10.3.     Limitation of Subsidiary Guarantee.

                  The obligations of each Guarantor are limited to the maximum
amount as shall, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Subsidiary Guarantee or pursuant
to its contribution obligations under this Indenture, result in the obligations
of such Guarantor under the Subsidiary Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under federal or state law. Each Guarantor
that makes a payment or distribution under a Subsidiary Guarantee shall be
entitled to a contribution from each other Guarantor in a pro rata amount based
on the net assets of each Guarantor, determined in accordance with GAAP.

                  Section 10.4.     Waiver of Subrogation.

                  Each Guarantor, by execution of its Subsidiary Guarantee,
waives to the extent permitted by law any claim or other rights which it may now
or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of such Guarantor's obligations under such Subsidiary
Guarantee and this Indenture, including, without limitation, any right of
subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder of the Notes against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment on account of such claim
or other rights. If any amount shall be paid to any Guarantor in violation of
the preceding sentence and the Notes shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Holders of the Notes, and
shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Notes, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor, by execution of its Subsidiary
Guarantee, shall acknowledge that it shall receive direct and indirect benefits
from the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 10.4 is knowingly made in contemplation of such
benefits.

                                      -73-

<PAGE>

                  Section 10.5.     Release of Subsidiary Guarantee.

                  If all or substantially all of the assets of any Guarantor or
all of the Capital Stock of any Guarantor is sold (including by consolidation,
merger, issuance or otherwise) or disposed of (including by liquidation,
dissolution or otherwise) by the Company or any of its Subsidiaries, or, unless
the Company elects otherwise, if any Guarantor is designated an Unrestricted
Subsidiary in accordance with Section 4.10, then such Guarantor (in the event of
a sale or other disposition of all of the Capital Stock of such Guarantor or a
designation as an Unrestricted Subsidiary) or the Person acquiring such assets
(in the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor) shall be deemed automatically and unconditionally
released and discharged from any of its obligations under this Indenture without
any further action on the part of the Trustee or any Holder of the Notes;
provided, in each case that such Guarantor is no longer a Guarantor of, or
otherwise an obligor with respect to, any other Indebtedness of the Company. In
addition, if a Restricted Subsidiary is no longer a Guarantor of, or otherwise
an obligor with respect to, any other Indebtedness of the Company, such
Guarantor shall be deemed automatically and unconditionally released and
discharged from any of its obligations under this Indenture without any further
action on the part of the Trustee or any Holder of the Notes as long as no
Default or Event of Default has occurred and is continuing, or would occur as a
consequence thereof.

                  Section 10.6.     Contribution from Other Guarantors.

                  Each Guarantor that makes a payment or distribution under its
Subsidiary Guarantee shall be entitled to a contribution from each other
Guarantor in a pro rata amount based on the net assets of each Guarantor,
determined in accordance with GAAP, so long as the exercise of such right does
not impair the rights of Holders of Notes under any Subsidiary Guarantee.

                                   ARTICLE 11

                                  MISCELLANEOUS

                  Section 11.1.     Trust Indenture Act Controls.

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

                  Section 11.2.     Notices.

                  Any notice or communication by the Company or the Trustee to
the others is duly given if in writing and delivered in person or mailed by
first-class mail postage prepaid (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
to the other's address:

                                      -74-

<PAGE>

                  If to the Company or a Guarantor:

                          Trinity Industries, Inc.
                          2525 Stemmons Freeway
                          Dallas, Texas 75207-2401
                          Attention: Theis Rice, Vice President of Legal Affairs
                          Telephone No.: (214) 589-8170
                          Telecopier No.: (214) 589-8824

                  With a copy to:

                          Haynes and Boone, LLP
                          901 Main Street
                          Suite 3100
                          Dallas, Texas 75202
                          Attention: W. Scott Wallace
                          Telephone No.: (214) 651-5587
                          Telecopier No.: (214) 200-0674

                  If to the Trustee:

                          Wells Fargo Bank, National Association
                          505 Main Street, Suite 301
                          Fort Worth, Texas 76102
                          Attention: Corporate Trust Administration
                          Telephone No.: (817) 334-7065
                          Telecopier No.: (817) 885-8650

                  The Company, any other obligor upon the Notes or the Trustee
by notice to the others may designate additional or different addresses for
subsequent notices or communications.

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

                  Any notice or communication to a Holder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

                  If the Company (or any other obligor upon the Notes) mails a
notice or communication to Holders, it shall mail a copy to the Trustee at the
same time.

                                      -75-

<PAGE>

                  Section 11.3.     Communication by Holders with Other Holders.

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

                  Section 11.4.     Certificate and Opinion as to Conditions
                                    Precedent.

                  Upon any request or application by the Company (or any other
obligor upon the Notes) to the Trustee to take any action under this Indenture,
the Company (or such other obligor) shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 11.5) stating that, in the opinion of
         the signers, all conditions precedent and covenants, if any, provided
         for in this Indenture relating to the proposed action have been
         complied with; and

                  (2)      An Opinion of Counsel (which shall include the
         statements set forth in Section 11.5) stating that, in the opinion of
         such counsel, all such conditions precedent and covenants have been
         complied with.

                  Section 11.5.     Statements Required in Certificate or
                                    Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

                  Section 11.6.     Rules by Trustee and Agents.

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

                                      -76-

<PAGE>

                  Section 11.7.     No Recourse Against Others.

                  No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any security, or because of any
indebtedness evidenced thereby, shall be had against any stockholder, officer or
director, as such, of the Company or any successor, under any rule of law,
statute or institutional provision or by the enforcement of any assessment or by
any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Notes by the Holders
thereof and as part of the consideration for the issue of the Notes.

                  Section 11.8.     Governing Law.

                  THIS INDENTURE, EACH NOTE AND EACH SUBSIDIARY GUARANTEE SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                  Section 11.9.     No Adverse Interpretation of Other
                                    Agreements.

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

                  Section 11.10.    Successors.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors and assigns, whether so expressed or not. All
agreements of the Trustee in this Indenture shall bind its successors and
assigns, whether so expressed or not.

                  Section 11.11.    Severability.

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

                  Section 11.12.    Counterpart Originals.

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

                  Section 11.13.    Variable Provisions.

                  The Company hereby initially appoints the Trustee as Paying
Agent and Registrar.

                                      -77-

<PAGE>

                  Section 11.14.    Provisions of Indenture for the Sole Benefit
                                    of Parties and Holders.

                  Nothing in this Indenture or in the Notes, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto and their successors and the Holders of the Notes,
any legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Notes.

                  Section 11.15.    Table of Contents, Headings, etc.

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

                  Section 11.16.    No Personal Liability of Directors,
                                    Officers, Employees, Incorporator and
                                    Stockholders.

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

                            [Signature pages follow]

                                      -78-

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of March 10, 2004.

                                       TRINITY INDUSTRIES, INC., as Company

                                       By:  /s/ John L. Adams
                                           -------------------------------------
                                           Name:  John L. Adams
                                           Title: Executive Vice President

                                       WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       as Trustee

                                       By:  /s/ Melissa Scott
                                           -------------------------------------
                                           Name:  Melissa Scott
                                           Title: Vice President

                                       The Guarantors:

                                       TRANSIT MIX CONCRETE & MATERIALS COMPANY
                                       TRINITY INDUSTRIES LEASING COMPANY
                                       TRINITY MARINE PRODUCTS, INC.
                                       TRINITY RAIL GROUP, LLC
                                       THRALL TRINITY FREIGHT CAR, INC.
                                       TRINITY TANK CAR, INC.
                                       TRINITY RAIL COMPONENTS & REPAIR, INC.

                                       By:  /s/ John L. Adams
                                           -------------------------------------
                                           Name:  John L. Adams
                                           Title: Executive Vice President of
                                                  each of the Guarantors listed
                                                  above


                                       S-1

<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
         OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
         TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
         HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
         FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
         TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
         TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
         ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
         AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
         PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO
         A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
         REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
         GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
         PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
         INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
         501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
         INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
         INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES
         OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
         OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
         SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
         ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF
         AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
         SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE

                                      A-1

<PAGE>

         REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE.

                                      A-2

<PAGE>

                                                                    $
                                                              CUSIP No. ________

                           6 1/2% Senior Note Due 2014

                  TRINITY INDUSTRIES, INC., a Delaware corporation, promises to
pay to CEDE & CO., or registered assigns, the principal sum of           Dollars
on March 15, 2014.

                  Interest Payment Dates: March 15 and September 15, commencing
September 15, 2004.

                  Record Dates: March 1 and September 1.

                  Additional provisions of this Note are set forth on the other
side of this Note.

Dated:                  ,

                                         TRINITY INDUSTRIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

WELLSFARGO BANK, NATIONAL ASSOCIATION
  as Trustee, certifies
  that this is one of the
  Notes referred to
  in this Indenture.

Dated:                       ,

By: ________________________
    Authorized Signatory

                                      A-3

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

                              6 1/2% Note Due 2014

1.       Interest

                  TRINITY INDUSTRIES, INC., a Delaware corporation (such
corporation, and its successors and assigns under this Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company
will pay interest semiannually on March 15 and September 15 of each year,
commencing September 15, 2004. Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from March 10, 2004. Interest will be computed on the basis of a 360-day year of
twelve-30-day months. The Company shall pay interest on overdue principal at the
rate borne by the Notes plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2.       Method of Payment

                  The Company will pay interest on the Notes (except defaulted
interest) to the persons who are registered holders of Notes at the close of
business on the March 1 or September 1 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.

3.       Paying Agent and Registrar

                  Initially, Wells Fargo Bank, National Association, a national
banking corporation (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

4.       Indenture

                  The Company issued the Notes under an Indenture dated as of
March 10, 2004 (the "Indenture"), among the Company, the guarantors from time to
time party thereto and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Notes are
subject to all such terms, and Holders are referred to the Indenture and the Act
for a statement of those terms.

                                      A-4

<PAGE>

5.       Optional Redemption

                  Except as otherwise provided below, the Company may not redeem
any of the Notes prior to March 15, 2009. At any time on or after March 15,
2009, the Company may, at its option, redeem outstanding Notes, in whole or in
part, at a Redemption Price equal to a percentage of the principal amount
thereof, as set forth in the immediately succeeding paragraph, plus all accrued
and unpaid interest thereon to the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date).

                  The Redemption Price as a percentage of principal amount shall
be as follows, if the Notes are redeemed during the 12-month period commencing
on or after March 15 of the years set forth below:

<TABLE>
<CAPTION>
Year                                                           Percentage
----                                                           ----------
<S>                                                            <C>
2009......................................................      103.250
2010......................................................      102.167
2011......................................................      101.083
2012 and thereafter.......................................      100.000
</TABLE>

                  At any time, or from time to time, on or prior to March 15,
2007 the Company may, at its option, use the net cash proceeds of one or more
Equity Offerings (as defined below) to redeem up to 35% of the principal amount
of the Notes issued under the Indenture at a redemption price of 106.500% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided that (1) at least 65% of the principal amount
of Notes issued under the Indenture remains outstanding immediately after any
such redemption; and (2) the Company makes such redemption not more than 90 days
after the consummation of any such Equity Offering. "Equity Offering" means a
public or private offering of Qualified Capital Stock of the Company to any
Person.

6.       Notice of Redemption

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at his registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the Redemption Price of and accrued interest on all Notes (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent or before the Redemption Date and certain other conditions are
satisfied, on and after such Redemption Date interest ceases to accrue on such
Notes (or such portions thereof) called for redemption.

7.       Offer to Purchase

                  (a) Upon a Change of Control, the Company shall be required to
make an offer to repurchase all or any part of the Notes of such Holder at a
repurchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued interest to the date of repurchase as provided in, and
subject to the terms of, the Indenture.

                                      A-5

<PAGE>

                  (b) If the Company consummates any Asset Disposition, the
Company may be required, subject to the terms and conditions of the Indenture,
to utilize a certain portion of the proceeds received from such Asset
Disposition to offer to repurchase Notes at a repurchase price equal to 100% of
the principal amount of the Notes to be repurchased plus accrued interest to the
date of repurchase.

8.       Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Notes in accordance with the Indenture. No service charge shall be
made for any such registration of transfer or exchange, but the Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of any Note or portion of a Note selected for redemption. Also, it
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the next succeeding interest payment date.

9.       Persons Deemed Owners

                  The registered holder of this Note may be treated as the owner
of it for all purposes.

10.      Unclaimed Money

                  If money for the payment of principal, premium, if any, or
interest remains unclaimed for two years after the date on which such payment
became due, the Trustee and the Paying Agents will pay the money back to the
Company at its request. After that, all liability of the Trustee and such Paying
Agents with respect to such money shall cease, and Holders entitled to the money
must look only to the Company for payment.

11.      Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

12.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes.
The Holders of a majority in principal amount of the Notes then outstanding may,
or the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes, may waive compliance in a
particular instance by the Company with any provision of the Indenture or the
Notes. Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company and the

                                      A-6

<PAGE>

Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or
inconsistency, to comply with Section 5.2 of the Indenture, to comply with any
requirements of the SEC in connection with qualifying the Indenture under the
TIA as then in effect, to provide for uncertificated Notes in addition to
certificated Notes, to secure the Notes or to make intercreditor arrangements
with respect to any such Note, unless the incurrence of such obligations or the
security thereof is prohibited by Indenture, to make any change that does not
materially adversely affect the rights of any Holder of the Notes, to evidence
or to provide for a replacement Trustee under Section 7.8 of the Indenture, or
to add to the covenants and agreements of the Company or any obligor with
respect to any such Notes for the benefit of the Holders of the Notes or to
surrender any right or power conferred on the Company under the Indenture.

13.      Defaults and Remedies

         Under the Indenture, Events of Default include (i) a default in the
payment of interest on the Notes when due, continued for 30 days; (ii) a default
in the payment of principal of any Note when due at its Stated Maturity, upon
redemption, upon required repurchase, upon declaration or otherwise; (iii) the
failure by the Company to comply for 30 days after notice with its obligations
under Section 4.4, 4.9, 4.10. 4.11, 4.12, 4.13, 4.14, 4.16 or 4.17 of the
Indenture and its other agreements contained in the Indenture (except in the
case of a default with respect to Sections 4.15 and 5.1 of the Indenture which
will constitute Events of Default with notice but without passage of time); (iv)
the failure to pay at the final stated maturity (after giving effect to any
applicable grace periods) Indebtedness (other than Non-Recourse Leasing
Indebtedness) of the Company or any Restricted Subsidiary, or the acceleration
of such Indebtedness (other than Non-Recourse Leasing Indebtedness) of the
Company or any Restricted Subsidiary by the holders thereof because of a
default, if the aggregate principal amount of such Indebtedness exceeds $10.0
million (or its foreign currency equivalent); (v) the Company or any Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A)
commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a
Custodian of it or for any substantial part of its property; or (D) makes a
general assignment for the benefit of its creditors; (E) or takes any comparable
action under any foreign laws relating to insolvency; (vi) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for
relief against the Company or any Restricted Subsidiary in an involuntary case;
(B) appoints a Custodian of the Company or any Restricted Subsidiary or for any
substantial part of its property; or (C) orders the winding up or liquidation of
the Company or any Restricted Subsidiary; or any similar relief is granted under
any foreign laws and the order or decree remains unstayed and in effect for 60
days; or (vii) any judgment or decree for the payment of money in excess of
$10.0 million (or its foreign currency equivalent) (to the extent not covered by
insurance) is rendered against the Company or any Restricted Subsidiary and is
not discharged, paid or stayed for a period of 60 consecutive days after such
judgment or judgments become final and non-appealable; or (viii) the Subsidiary
Guarantee of any Significant Subsidiary ceases to be in full force and effect
(except as contemplated by the terms of the Subsidiary Guarantee and the
Indenture) or is declared null and void in a judicial proceeding or any
Guarantor denies or disaffirms its obligations under the Indenture or its
Subsidiary Guarantee.

                                      A-7

<PAGE>

                  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is
not opposed to their interest.

14.      Trustee Dealings with the Company

                  Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledges of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its affiliates and may otherwise deal with the
Company or its affiliates with the same rights it would have if it were not
Trustee.

15.      No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each
Holder waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Notes.

16.      Authentication

                  This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.

17.      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
entirety), JT TEN (=joint tenants with rights of survivorships and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18.      CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  The Company will furnish to any Holder upon written request
and without charge to the Holder a copy of the indenture which has in it the
text of this Note in larger type. Requests

                                      A-8

<PAGE>

may be made to: Trinity Industries, Inc., 2525 Stemmons Freeway, Dallas, Texas
75207-2401, Attention of Theis Rice, Vice President of Legal Affairs.

19.      Registration Rights

                  Pursuant to the Registration Rights Agreement, the Company
will be obligated upon the occurrence of certain events to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for a 6 1/2% Senior Note due 2014, of the Company (an
"Unrestricted Note") which has been registered under the Securities Act, in like
principal amount and having terms identical in all material respects to this
Note. The Holders shall be entitled to receive additional interest on the Notes
in the event such exchange offer is not consummated and upon certain other
conditions, all pursuant to and in accordance with the terms of the Registration
Rights Agreement.

20.      Governing Law

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
APPLICATION OF PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE
PARTIES HERETO AND THERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE INDENTURE AND THIS NOTE.

                                      A-9

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

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

Date:________________                      Your Signature: _____________________

Sign exactly as your name appears on the other side of this Note.

                                      A-10

<PAGE>

                      OPTION OF HOLDER TO ELECT REPURCHASE

                  If you want to elect to have this Note repurchased by the
Company pursuant to Section 4.13 or Section 4.15 of the Indenture, check the
appropriate box:

                                Section 4.13 [ ]

                                Section 4.15 [ ]

                  If you want to elect to have only part of this Note
repurchased by the Company pursuant to Section 4.13 or Section 4.15 of the
Indenture, state the amount: $_____________

Dated:___________________         Signed: ______________________________________
                                          (Signed exactly as name appears on the
                                          other side of this Note)

                                      A-11

<PAGE>

                                                                       EXHIBIT B

                             [FORM OF EXCHANGE NOTE]

                                                                   $
                                                              CUSIP No. ________

                           6 1/2% Senior Note Due 2014

                  TRINITY INDUSTRIES, INC., a Delaware corporation, promises to
pay to CEDE & CO., or registered assigns, the principal sum of           Dollars
on March 15, 2014.

                  Interest Payment Dates: March 15 and September 15, commencing
September 15, 2004.

                  Record Dates: March 1 and September 1.

                  Additional provisions of this Note are set forth on the other
side of this Note.

Dated:                     ,
                                         TRINITY INDUSTRIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

WELLSFARGO BANK, NATIONAL ASSOCIATION
  as Trustee, certifies
  that this is one of the
  Notes referred to
  in this Indenture.

Dated:             ,

By: ________________________
    Authorized Signatory

                                      B-1

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

                              6 1/2% Note Due 2014

1.       Interest

                  TRINITY INDUSTRIES, INC., a Delaware corporation (such
corporation, and its successors and assigns under this Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company
will pay interest semiannually on March 15 and September 15 of each year,
commencing September 15, 2004. Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from March 10, 2004. Interest will be computed on the basis of a 360-day year of
twelve-30-day months. The Company shall pay interest on overdue principal at the
rate borne by the Notes plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2.       Method of Payment

                  The Company will pay interest on the Notes (except defaulted
interest) to the persons who are registered holders of Notes at the close of
business on the March 1 or September 1 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.

3.       Paying Agent and Registrar

                  Initially, Wells Fargo Bank, National Association, a national
banking corporation (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

4.       Indenture

                  The Company issued the Notes under an Indenture dated as of
March 10, 2004 (the "Indenture"), among the Company, the guarantors from time to
time party thereto and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Notes are
subject to all such terms, and Holders are referred to the Indenture and the Act
for a statement of those terms.

                                      B-2

<PAGE>

5.       Optional Redemption

                  Except as otherwise provided below, the Company may not redeem
any of the Notes prior to March 15, 2009. At any time on or after March 15,
2009, the Company may, at its option, redeem outstanding Notes, in whole or in
part, at a Redemption Price equal to a percentage of the principal amount
thereof, as set forth in the immediately succeeding paragraph, plus all accrued
and unpaid interest thereon to the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date).

                  The Redemption Price as a percentage of principal amount shall
be as follows, if the Notes are redeemed during the 12-month period commencing
on or after March 15 of the years set forth below:

<TABLE>
<CAPTION>
Year                                                           Percentage
----                                                           ----------
<S>                                                            <C>
2009......................................................      103.250
2010......................................................      102.167
2011......................................................      101.083
2012 and thereafter.......................................      100.000
</TABLE>

                  At any time, or from time to time, on or prior to March 15,
2007 the Company may, at its option, use the net cash proceeds of one or more
Equity Offerings (as defined below) to redeem up to 35% of the principal amount
of the Notes issued under the Indenture at a redemption price of 106.500% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided that (1) at least 65% of the principal amount
of Notes issued under the Indenture remains outstanding immediately after any
such redemption; and (2) the Company makes such redemption not more than 90 days
after the consummation of any such Equity Offering. "Equity Offering" means a
public or private offering of Qualified Capital Stock of the Company to any
Person.

6.       Notice of Redemption

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at his registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the Redemption Price of and accrued interest on all Notes (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent or before the Redemption Date and certain other conditions are
satisfied, on and after such Redemption Date interest ceases to accrue on such
Notes (or such portions thereof) called for redemption.

7.       Offer to Purchase

                  (a) Upon a Change of Control, the Company shall be required to
make an offer to repurchase all or any part of the Notes of such Holder at a
repurchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued interest to the date of repurchase as provided in, and
subject to the terms of, the Indenture.

                                      B-3

<PAGE>

                  (b) If the Company consummates any Asset Disposition, the
Company may be required, subject to the terms and conditions of the Indenture,
to utilize a certain portion of the proceeds received from such Asset
Disposition to offer to repurchase Notes at a repurchase price equal to 100% of
the principal amount of the Notes to be repurchased plus accrued interest to the
date of repurchase.

8.       Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Notes in accordance with the Indenture. No service charge shall be
made for any such registration of transfer or exchange, but the Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of any Note or portion of a Note selected for redemption. Also, it
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the next succeeding interest payment date.

9.       Persons Deemed Owners

                  The registered holder of this Note may be treated as the owner
of it for all purposes.

10.      Unclaimed Money

                  If money for the payment of principal, premium, if any, or
interest remains unclaimed for two years after the date on which such payment
became due, the Trustee and the Paying Agents will pay the money back to the
Company at its request. After that, all liability of the Trustee and such Paying
Agents with respect to such money shall cease, and Holders entitled to the money
must look only to the Company for payment.

11.      Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

12.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes.
The Holders of a majority in principal amount of the Notes then outstanding may,
or the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes, may waive compliance in a
particular instance by the Company with any provision of the Indenture or the
Notes. Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company and the

                                      B-4

<PAGE>

Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or
inconsistency, to comply with Section 5.2 of the Indenture, to comply with any
requirements of the SEC in connection with qualifying the Indenture under the
TIA as then in effect, to provide for uncertificated Notes in addition to
certificated Notes, to secure the Notes or to make intercreditor arrangements
with respect to any such Note, unless the incurrence of such obligations or the
security thereof is prohibited by Indenture, to make any change that does not
materially adversely affect the rights of any Holder of the Notes, to evidence
or to provide for a replacement Trustee under Section 7.8 of the Indenture, or
to add to the covenants and agreements of the Company or any obligor with
respect to any such Notes for the benefit of the Holders of the Notes or to
surrender any right or power conferred on the Company under the Indenture.

13.      Defaults and Remedies

         Under the Indenture, Events of Default include (i) a default in the
payment of interest on the Notes when due, continued for 30 days; (ii) a default
in the payment of principal of any Note when due at its Stated Maturity, upon
redemption, upon required repurchase, upon declaration or otherwise; (iii) the
failure by the Company to comply for 30 days after notice with its obligations
under Section 4.4, 4.9, 4.10. 4.11, 4.12, 4.13, 4.14, 4.16 or 4.17 of the
Indenture and its other agreements contained in the Indenture (except in the
case of a default with respect to Sections 4.15 and 5.1 of the Indenture which
will constitute Events of Default with notice but without passage of time); (iv)
the failure to pay at the final stated maturity (after giving effect to any
applicable grace periods) Indebtedness (other than Non-Recourse Leasing
Indebtedness) of the Company or any Restricted Subsidiary, or the acceleration
of such Indebtedness (other than Non-Recourse Leasing Indebtedness) of the
Company or any Restricted Subsidiary by the holders thereof because of a
default, if the aggregate principal amount of such Indebtedness exceeds $10.0
million (or its foreign currency equivalent); (v) the Company or any Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A)
commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a
Custodian of it or for any substantial part of its property; or (D) makes a
general assignment for the benefit of its creditors; (E) or takes any comparable
action under any foreign laws relating to insolvency; (vi) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for
relief against the Company or any Restricted Subsidiary in an involuntary case;
(B) appoints a Custodian of the Company or any Restricted Subsidiary or for any
substantial part of its property; or (C) orders the winding up or liquidation of
the Company or any Restricted Subsidiary; or any similar relief is granted under
any foreign laws and the order or decree remains unstayed and in effect for 60
days; or (vii) any judgment or decree for the payment of money in excess of
$10.0 million (or its foreign currency equivalent) (to the extent not covered by
insurance) is rendered against the Company or any Restricted Subsidiary and is
not discharged, paid or stayed for a period of 60 consecutive days after such
judgment or judgments become final and non-appealable; or (viii) the Subsidiary
Guarantee of any Significant Subsidiary ceases to be in full force and effect
(except as contemplated by the terms of the Subsidiary Guarantee and the
Indenture) or is declared null and void in a judicial proceeding or any
Guarantor denies or disaffirms its obligations under the Indenture or its
Subsidiary Guarantee.

                                      B-5

<PAGE>

                  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is
not opposed to their interest.

14.      Trustee Dealings with the Company

                  Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledges of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its affiliates and may otherwise deal with the
Company or its affiliates with the same rights it would have if it were not
Trustee.

15.      No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each
Holder waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Notes.

16.      Authentication

                  This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.

17.      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
entirety), JT TEN (=joint tenants with rights of survivorships and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18.      CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  The Company will furnish to any Holder upon written request
and without charge to the Holder a copy of the indenture which has in it the
text of this Note in larger type. Requests

                                      B-6

<PAGE>

may be made to: Trinity Industries, Inc., 2525 Stemmons Freeway, Dallas, Texas
75207-2401, Attention of Theis Rice, Vice President of Legal Affairs.

19.      Governing Law

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
APPLICATION OF PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE
PARTIES HERETO AND THERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE INDENTURE AND THIS NOTE.

                                      B-7

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

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

Date:________________                   Your Signature:_________________________

Sign exactly as your name appears on the other side of this Note.

                                       B-8

<PAGE>

                      OPTION OF HOLDER TO ELECT REPURCHASE

                  If you want to elect to have this Note repurchased by the
Company pursuant to Section 4.13 or Section 4.15 of the Indenture, check the
appropriate box:

                                Section 4.13 [ ]

                                Section 4.15 [ ]

                  If you want to elect to have only part of this Note
repurchased by the Company pursuant to Section 4.13 or Section 4.15 of the
Indenture, state the amount: $_____________

Dated:___________________         Signed: ______________________________________
                                          (Signed exactly as name appears on the
                                          other side of this Note)

                                       B-9

<PAGE>

                                                                       EXHIBIT C

                         FORM OF LEGEND FOR GLOBAL NOTES

                  Any Global Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Security) in substantially the following form:

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.16 OF THE INDENTURE.

                                      C-1

<PAGE>

                                                                       EXHIBIT D

                   Form of Transferee Letter of Representation

TRINITY INDUSTRIES, INC.
c/o WELLS FARGO BANK, NATIONAL ASSOCIATION
505 Main Street, Suite 301
Fort Worth, Texas 76102
Attention: Corporate Trust Administration

Ladies and Gentlemen:

                  This certificate is delivered to request a transfer of
$________ principal amount of the 6 1/2% Senior Notes due 2014 (the "Notes") of
TRINITY INDUSTRIES, INC. (the "Company"). Upon transfer, the Notes would be
registered in the name of the new beneficial owner as follows:

                  Name: _______________________________________
                  Address: ____________________________________
                  Taxpayer ID Number: _________________________

                  The undersigned represents and warrants to you that:

                  1.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $100,000 principal amount of the
Notes, and we are acquiring the Notes not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risk of our investment in the Notes and we invest
in or purchase securities similar to the Notes in the normal course of our
business. We and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

                  2.       We understand that the Notes have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date which is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act, to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur
outside the United States within the meaning of Regu-

                                      D-1

<PAGE>

lation S under the Securities Act, (e) to an institutional "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
that is purchasing for its own account or for the account of such an
institutional "accredited investor," in each case in a minimum principal amount
of Notes of $100,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee, which
shall provide, among other things, that the transferee is an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act and that it is acquiring such Notes for investment
purposes and not for distribution in violation of the Securities Act. Each
purchaser acknowledges that the Company and the Trustee reserve the right prior
to any offer, sale or other transfer prior to the Resale Restriction Termination
Date of the Notes pursuant to clause (d), (e) or (f) above to require the
delivery of an opinion of counsel, certificates and/or other information
satisfactory to the Company and the Trustee.

Dated: _________________                TRANSFEREE: ____________________________

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      D-2

<PAGE>

                                                                       EXHIBIT E

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

                                                           _______________, ____

TRINITY INDUSTRIES, INC.
c/o WELLS FARGO BANK, NATIONAL ASSOCIATION
505 Main Street, Suite 301
Fort Worth, Texas 76102
Attention: Corporate Trust Administration

         Re:  TRINITY INDUSTRIES, INC.
              (the "Company") 6 1/2% Senior Notes due 2014 (the "Notes")

Ladies and Gentlemen:

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

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

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

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

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

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

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or

                                      E-1

<PAGE>

legal proceedings or official inquiry with respect to the matters covered
hereby. Defined terms used herein without definition have the respective
meanings provided in Regulation S.

                                       Very truly yours,

                                       [Name of Transferor]

                                       By: _____________________________________
                                           [Authorized Signatory]

                                      E-2

<PAGE>

                                                                       EXHIBIT F

                         [FORM OF SUBSIDIARY GUARANTEE]

                  Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of March 10, 2004, by and between Trinity Industries, Inc., as issuer,
the Guarantors and Wells Fargo Bank, National Association, as Trustee, (the
"Indenture"), and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of, and premium, if any, and interest on the
of Notes, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal of, and premium, if any, and, to the extent permitted by
law, interest on the Notes, and the due and punctual performance of all other
obligations of the Company to the Holders of the Notes or the Trustee, all in
accordance with the terms set forth in Article Ten of the Indenture and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

                  The obligations of the Guarantors to the Holders of the Notes
of and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture
are expressly set forth in Article 10 of the Indenture and reference is hereby
made to the Indenture for the precise terms and limitations of this Subsidiary
Guarantee. The validity and enforceability of any Subsidiary Guarantee shall not
be affected by the fact that it is not affixed to any particular Note.

                  This Subsidiary Guarantee has been executed and issued
pursuant to the requirements of the Indenture.

                         [Signatures on Following Pages]

                                      F-1

<PAGE>

                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Subsidiary Guarantee to be signed by a duly authorized officer.

                                            THE GUARANTORS:

                                               [                               ]

                                            By: ________________________________
                                                Name:
                                                Title:

                                      F-2

</TEXT>
</DOCUMENT>
