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


                               INDENTURE OF TRUST



                                     between


                      PENINSULA PORTS AUTHORITY OF VIRGINIA



                                       and



                 WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee


                                September 1, 2003

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

                                   $43,160,000

                      Coal Terminal Revenue Refunding Bonds
             (Dominion Terminal Associates Project - Brink's Issue)
                                   Series 2003

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




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





<PAGE>


                                TABLE OF CONTENTS





 
ARTICLE I             DEFINITIONS AND RULES OF CONSTRUCTION.....................................................14

         Section 1.1           Definitions......................................................................14

         Section 1.2           Rules of Construction............................................................19

ARTICLE II            THE BONDS.................................................................................19

         Section 2.1           Issuance of Bonds; Form; Dating..................................................19

         Section 2.2           Interest on the Bonds............................................................19

         Section 2.3           Book-Entry Provisions............................................................31

         Section 2.4           Execution and Authentication.....................................................32

         Section 2.5           Bond Register....................................................................33

         Section 2.6           Registration and Exchange of Bonds; Persons Treated as Owners....................33

         Section 2.7           Mutilated, Lost, Stolen, Destroyed or Undelivered Bonds..........................33

         Section 2.8           Cancellation of Bonds............................................................34

         Section 2.9           Temporary Bonds..................................................................34

         Section 2.10          Special Notice by Paying Agent During Commercial Paper
                               Rate Period; Schedule Attached...................................................34

ARTICLE III           REDEMPTION, PURCHASES IN LIEU OF..........................................................34

         Section 3.1           Notices to Trustee...............................................................34

         Section 3.2           Redemption Dates.................................................................35

         Section 3.3           Selection of Bonds to be Redeemed................................................35

         Section 3.4           Notice of Redemption.............................................................35

         Section 3.5           Payment of Bonds Called for Redemption...........................................36

         Section 3.6           Bonds Redeemed in Part...........................................................36

         Section 3.7           Purchase of Bonds in Lieu of Redemption..........................................36

         Section 3.8           Disposition of Purchased Bonds...................................................37

ARTICLE IV            APPLICATION OF PROCEEDS AND PAYMENT OF BONDS..............................................38

         Section 4.1           Application of Proceeds..........................................................38

         Section 4.2           Payments of Bonds................................................................38

         Section 4.3           Investment of Moneys.............................................................40

         Section 4.4           Moneys Held in Trust.............................................................42


                                       i

<PAGE>




 
ARTICLE V             LETTER OF CREDIT AND PARENT COMPANY GUARANTY..............................................42

         Section 5.1           Requirements for Letter of Credit................................................42

         Section 5.2           Pledge of Certain Payments.......................................................44

         Section 5.3           Draws............................................................................44

         Section 5.4           Parent Company Guaranty..........................................................44

ARTICLE VI            COVENANTS.................................................................................44

         Section 6.1           Payment of Bonds.................................................................44

         Section 6.2           Further Assurances...............................................................44

ARTICLE VII           DISCHARGE OF INDENTURE....................................................................45

         Section 7.1           Bonds Deemed Paid; Discharge of Indenture........................................45

         Section 7.2           Application of Trust Money.......................................................46

         Section 7.3           Repayment to Bank and Company....................................................46

ARTICLE VIII          DEFAULTS AND REMEDIES.....................................................................46

         Section 8.1           Events of Default................................................................46

         Section 8.2           Acceleration.....................................................................48

         Section 8.3           Remedies During Certain Fixed Rate Periods and Other Remedies....................48

         Section 8.4           Waiver of Past Defaults..........................................................49

         Section 8.5           Control by Majority..............................................................49

         Section 8.6           Limitation on Suits..............................................................49

         Section 8.7           Rights of Holders to Receive Payment.............................................49

         Section 8.8           Collection Suit by Trustee.......................................................50

         Section 8.9           Trustee May File Proofs of Claim.................................................50

         Section 8.10          Priorities.......................................................................50

         Section 8.11          Undertaking for Costs............................................................50

ARTICLE IX            TRUSTEE, REMARKETING AGENT AND INDEXING AGENT.............................................50

         Section 9.1           Duties of Trustee................................................................50

         Section 9.2           Rights of Trustee................................................................52

         Section 9.3           Individual Rights of Trustee.....................................................52

         Section 9.4           Trustee's Disclaimer.............................................................52

         Section 9.5           Notice of Defaults...............................................................52


                                       ii

<PAGE>






 
         Section 9.6           Compensation and Indemnity of Trustee............................................52

         Section 9.7           Eligibility of Trustee...........................................................53

         Section 9.8           Replacement of Trustee...........................................................53

         Section 9.9           Appointment and Duties of Remarketing Agent......................................53

         Section 9.10          Eligibility of Remarketing Agent; Replacement....................................54

         Section 9.11          Appointment and Duties of Indexing Agent.........................................54

         Section 9.12          Eligibility of Indexing Agent; Replacement.......................................54

         Section 9.13          Compensation of Remarketing and Indexing Agents..................................55

         Section 9.14          Successor Trustee or Agent by Merger.............................................55

         Section 9.15          Appointment, Designation and Succession of Paying Agent..........................55

ARTICLE X             AMENDMENTS OF AND SUPPLEMENTS TO INDENTURE................................................56

         Section 10.1          Without Consent of Bondholders...................................................56

         Section 10.2          With Consent of Bondholders......................................................56

         Section 10.3          Effect of Consents...............................................................57

         Section 10.4          Notation on or Exchange of Bonds.................................................57

         Section 10.5          Signing by Trustee of Amendments and Supplements.................................57

         Section 10.6          Company and Bank Consent Required................................................57

         Section 10.7          Notice to Bondholders............................................................57

ARTICLE XI            AMENDMENTS OF AND SUPPLEMENTS TO LOAN.....................................................57

         Section 11.1          Without Consent of Bondholders...................................................58

         Section 11.2          With Consent of Bondholders......................................................58

         Section 11.3          Consent by Trustee to Amendments or Supplements..................................58

         Section 11.4          Consent of Bank..................................................................58

ARTICLE XII           MISCELLANEOUS.............................................................................58

         Section 12.1          Notices..........................................................................58

         Section 12.2          Bondholders' Consents............................................................59

         Section 12.3          Limitation of Rights.............................................................59

         Section 12.4          Severability.....................................................................60

         Section 12.5          Payments Due on Non-Business Days................................................60

         Section 12.6          Governing Law....................................................................60

         Section 12.7          Captions.........................................................................60


                                      iii

<PAGE>




 
         Section 12.8          No Recourse Against Issuer's Officers............................................60

         Section 12.9          Limited Nature of Company's Obligations; Pittston Terminal's
                               Liability for Obligations of the Company; Certain Decisions
                               Regarding the Bonds..............................................................60

         Section 12.10         Counterparts.....................................................................60



                                       iv

<PAGE>



                               INDENTURE OF TRUST


     This  INDENTURE OF TRUST,  dated as of  September 1, 2003,  is entered into
between PENINSULA PORTS AUTHORITY OF VIRGINIA,  a body politic and corporate and
a political  subdivision of the  Commonwealth  of Virginia (the  "Issuer"),  and
WACHOVIA BANK,  NATIONAL  ASSOCIATION,  a national banking  association having a
corporate trust office in Richmond, Virginia (the "Trustee"), as trustee.

     Chapter 46 of the Acts of Assembly of 1952 of the Commonwealth of Virginia,
as amended and supplemented, authorizes the Issuer to issue its bonds for any of
its purposes,  including the payment or retirement of bonds previously issued by
it.  The  Issuer  has  entered  into a Loan  Agreement  with  Dominion  Terminal
Associates, a Virginia general partnership, providing for the loan by the Issuer
to such  partnership of the proceeds of the Issuer's bonds. The Issuer wishes to
provide in this  Indenture  for the  issuance  of its bonds,  and the Trustee is
willing to accept the trusts provided for in this Indenture.

     Accordingly, the Issuer and the Trustee agree as follows for the benefit of
each other and for the holders of the Bonds issued pursuant to this Indenture.

                                 Granting Clause
                                 ---------------

     To secure the payment of the Bonds,  the Issuer  assigns to the Trustee and
grants to the Trustee a security  interest in all right,  title and  interest of
the  Issuer  in and to (i) the Loan  Agreement,  including  the  right to claim,
collect, receive and give receipts for all amounts payable by or receivable from
the Company under the Loan  Agreement,  to bring actions and proceedings for the
enforcement  of the Loan  Agreement,  and to do all  things  that the  Issuer is
entitled to do under the Loan  Agreement,  but excluding the Unassigned  Rights,
(ii) the Parent Company Guaranty, including the right to claim, collect, receive
and give  receipts  for all  amounts  payable by or  receivable  from the Parent
Company under the Parent Company Guaranty,  to bring actions and proceedings for
the  enforcement of the Parent Company  Guaranty,  and to do all things that the
Issuer is entitled to do under the Parent  Company  Guaranty,  but excluding the
Unassigned Rights, (iii) all of the Issuer's right, title and interest in and to
the  payments to be made by Pittston  Terminal  with  respect to the Bonds under
Section  3.2(a)(ix)  of the  Throughput  Agreement,  and  (iv)  all  moneys  and
securities  held  from  time to time by the  Trustee  under  this  Indenture  as
provided  in this  Indenture  for the equal  and  proportionate  benefit  of all
holders of the Bonds without  priority or distinction as to lien or otherwise of
any Bonds over any other Bonds, except as otherwise provided in this Indenture.

                                   ARTICLE I
                      DEFINITIONS AND RULES OF CONSTRUCTION

     Section 1.1  Definitions.  For all purposes of this  Indenture,  unless the
context requires otherwise, the following terms have the following meanings:

     "Act" means Chapter 46 of the Acts of Assembly of 1952 of the  Commonwealth
of Virginia, as amended and supplemented from time to time.


<PAGE>

     "Assignment" means the Assignment,  dated as of the date of this Indenture,
among the Company, the Trustee, and Pittston Terminal.

     "Bank" means the issuer of a Letter of Credit.

     "Bank  Rate"  means  the  interest  rate on the  Bonds  set  under  Section
2.2(a)(5).

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

     "Bankruptcy  Filing"  means the  filing of a  petition  by or  against  the
Issuer,  the  Company,  any of the  Partners,  Pittston  Terminal  or the Parent
Company  under any  bankruptcy  act or similar  act.  If the  petition  has been
dismissed  and the  dismissal is final and not subject to appeal at the relevant
time, the filing will not be considered to have occurred.

     "Bond Fund" means the fund of that name created pursuant to Section 4.2.

     "Bondholder" or "holder" means the registered owner of any Bond.

     "Bonds" mean the Bonds issued pursuant to this Indenture.

     "Business  Day" means any day other than (i) a Saturday  or Sunday,  (ii) a
day on which  commercial  banks in New York,  New York, or the city or cities in
which are located the  principal  corporate  trust  office of the Trustee or the
Paying Agent and, if a Letter of Credit is in effect,  the United  States office
of the Bank at which  demands for  payment  under the Letter of Credit are to be
presented,  are authorized by law to close, or (iii) a day on which the New York
Stock Exchange is closed.

     "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and the
Treasury regulations under it.

     "Commercial  Paper  Rate"  means the  interest  rate on the Bonds set under
Section 2.2(a)(3).

     "Commercial  Paper Rate Period" means with respect to any Bond,  the period
(which  may be from one day to 180  days)  determined  as  provided  in  Section
2.2(a)(3).

     "Commonwealth" means the Commonwealth of Virginia.

     "Company"  means  Dominion   Terminal   Associates,   a  Virginia   general
partnership,  and its  successors and assigns,  and any surviving,  resulting or
transferee entity as provided in Section 6.1 of the Loan Agreement.

     "Company  Representative"  means a person at the time  designated to act on
behalf  of the  Company  with  respect  to the  Bonds  by a  written  instrument
furnished to the Trustee  containing  the specimen  signature of such person and
signed on behalf of the Company by an authorized  representative  of the Company
and an authorized  officer of Pittston  Terminal.  The certificate may designate
one or more  alternates.  A Company  Representative  may be an  employee  of the
Company, the Issuer, Pittston Terminal or the Parent Company.


                                        2
<PAGE>

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

     "Daily  Rate"  means  an  interest  rate on the  Bonds  set  under  Section
2.2(a)(1).

     "Determination Date" is defined in Section 2.2(a)(4).

     "DTC" is defined in Section 2.3.

     "Event of Default" is defined in Section 8.1.

     "Fixed  Rate"  means  an  interest  rate on the  Bonds  set  under  Section
2.2(a)(4).

     "Fixed Rate Period" is defined in Section 2.2(a)(4).

     "Government  Certificates"  mean  certificates  representing  ownership  of
either United States  Treasury bond principal at maturity or coupons for accrued
periods of interest, which bonds or coupons are held by a bank or trust company,
organized and existing  under the laws of the United States of America or any of
its states  acceptable  to the Trustee or the Paying  Agent,  in the capacity of
custodian independent of the seller of the certificates.

     "Government  Obligations" mean bonds, notes and other direct obligations of
the United States of America and securities unconditionally guaranteed as to the
timely payment of principal and interest by the United States of America.

     "Gross-Up Letter of Credit" is defined in Section 5.1(b).

     "Indenture"  means  this  Indenture  of  Trust,  as it  may be  amended  or
supplemented from time to time in accordance with its terms.

     "Indexing  Agent" means the indexing agent appointed by the Issuer pursuant
to Section 9.11 and its successor under this Indenture.

     "Initial Fixed Rate" is defined in Section 2.2.

     "Initial  Fixed Rate Period"  means the period  commencing on September 24,
2003,  and  ending on the  earlier  of (i) the date the Bonds  are  redeemed  or
purchased in lieu of  redemption  pursuant to the  provisions  of the  paragraph
captioned "Optional Redemption at a Premium During Initial Fixed Rate Period and
Fixed Rate Period" in Section 8 of the Bonds or (ii) April 1, 2033.

     "Interest Payment Date" is defined in the Bonds.


                                       3

<PAGE>

     "Interest Period" is defined in the Bonds.

     "Lease"  means  the lease  among the  Issuer  and the  predecessors  to the
Partners,  dated as of October 15, 1982, as amended and supplemented,  and as it
may further be amended and supplemented from time to time in accordance with its
terms.

     "Letter  of  Credit"  means a letter  of credit  or other  credit  facility
satisfying the requirements of Article V.

     "Letter of Representation"  means the letter,  dated December 8, 1992, from
the Issuer to DTC with respect to the Bonds,  as amended and  supplemented  from
time to time.

     "Loan  Agreement"  means the Loan  Agreement,  dated as of the date of this
Indenture,  between  the  Issuer  and  the  Company,  as it  may be  amended  or
supplemented from time to time in accordance with its terms.

     "Monthly Rate Evaluation  Date" means the fifth day of each month while the
Bonds bear  interest at a Short Term Rate unless such day is not a Business Day,
in which case the Monthly Rate  Evaluation  Date will be the following  Business
Day.

     "1992 Bonds" means the  Issuer's  Coal  Terminal  Revenue  Refunding  Bonds
(Dominion Terminal Associates Project) Series 1992.

     "1992  Indenture"  means the  Indenture of Trust between the Issuer and the
1992 Trustee, dated November 15, 1992, with respect to the 1992 Bonds.

     "1992  Trustee"  means  SunTrust  Bank  (formerly  Crestar  Bank),  or  its
successor, as trustee under the 1992 Indenture.

     "Opinion of Counsel" means a written  opinion of counsel  acceptable to the
Trustee.  The  counsel may be an  employee  of, or counsel  to, the Issuer,  the
Trustee or the Company.

     "Opinion of Tax Counsel" means an Opinion of Counsel by counsel experienced
in matters  relating to the tax exemption of interest on  obligations  issued by
states and their political subdivisions.

     The term  "outstanding"  when  used  with  reference  to  Bonds,  or "Bonds
outstanding"  means all Bonds which have been authenticated and delivered by the
Paying Agent under this Indenture, except the following:

        (a) Bonds cancelled or purchased  for  cancellation  or delivered to the
Trustee or the Paying Agent for cancellation.

        (b) Bonds   that  have   become  due  (at  maturity  or  on  redemption,
acceleration or otherwise) and for the payment,  including  interest  accrued to
the due date, of which  sufficient  moneys are held by the Trustee or the Paying
Agent.


                                       4

<PAGE>


        (c) Bonds deemed paid by Section 7.1.

        (d) Bonds in  lieu of which others have been authenticated under Section
2.6  (relating  to  registration  and  exchange  of Bonds) or 2.7  (relating  to
mutilated, lost, stolen, destroyed or undelivered Bonds).

     Bonds  purchased by the Company  pursuant to puts or in lieu of  redemption
under Article III will continue to be outstanding  until the Company directs the
Paying  Agent to cancel them.  Bonds  purchased  in lieu of  redemption  and not
delivered to the Paying Agent for payment are not outstanding, but there will be
outstanding Bonds  authenticated and delivered in lieu of such undelivered Bonds
as provided in the second paragraph of Section 2.7.

     "Parent Company" means The Brink's  Company,  a Virginia  corporation,  the
indirect  owner of all of the issued and  outstanding  capital stock of Pittston
Terminal or, after another person,  corporation or entity has assumed and agreed
to  perform  all of the  obligations  of The  Brink's  Company  under the Parent
Company  Guaranty and The Brink's Company has been released from its obligations
thereunder in accordance  with Section 5.4,  such other person,  corporation  or
entity.

     "Parent  Company  Guaranty"  means the Parent Company  Guaranty  Agreement,
dated as of the date of this Indenture, from the Parent Company to the Trustee.

     "Partners"  mean Alpha  Terminal  Company,  LLC,  Ashland  Terminal,  Inc.,
Coal-Mac,  Inc., James River Coal Terminal  Company,  Peabody  Terminals,  Inc.,
Dominion Energy Terminal Company, Inc. and the successors in interest of each of
them.

     "Paying  Agent"  means any  paying  agent for the  Bonds  appointed  by the
Trustee  pursuant to Section 9.15 and its successor  under this  Indenture.  The
Paying Agent will also be the bond  registrar and  authenticating  agent.  If no
Paying Agent has been appointed, the Trustee will be the Paying Agent.

     "Pittston Terminal" means Pittston Coal Terminal Corporation.

     "Pledge Agreement" means, if a Letter of Credit is in effect, any agreement
entered into among the Company,  the Paying  Agent,  and the Bank,  as it may be
amended or supplemented  from time to time in accordance with its terms, and any
other agreement of similar purport and intent among such parties,  providing for
the pledge to the Bank of Bonds  purchased by a drawing under a Letter of Credit
and held by the Paying Agent.

     The term  "principal"  when used with  reference to any Bonds  includes any
premium payable on those Bonds, except that when used with reference to payments
of  principal  from  drawings  under a Letter  of Credit  that does not  provide
coverage for redemption premium, "principal" does not include such premium.

     "Project"  means  the  facilities  described  in  Exhibit  A  to  the  Loan
Agreement.


                                       5

<PAGE>

     The term "put" is defined in the Bonds.

     "Rating Agency" means Moody's Investors Service,  Inc. or Standard & Poor's
Corporation and their successors and assigns.  If either such corporation ceases
to act as a securities rating agency,  the Company may, with the approval of the
Trustee, the Remarketing Agent, if any, and, if a Letter of Credit is in effect,
the Bank,  appoint  any  nationally  recognized  securities  rating  agency as a
replacement.

     "Record Date" is defined in the Bonds.

     "Reimbursement  Obligations"  mean, if a Letter of Credit is in effect, all
obligations of the Company to the Bank under the  reimbursement  agreement among
the  Company,  the Bank and any other  parties  pursuant  to which the Letter of
Credit is issued.

     "Remarketing  Agent" means any remarketing agent for the Bonds appointed by
the Issuer  with the  consent of the  Company  pursuant  to Section  9.9 and its
successor under this Indenture.

     "Responsible Officer" means the Chairman of the Board, the President or any
other  officer or  assistant  officer of the Trustee  assigned by the Trustee to
administer its corporate trust matters.

     "Revenues" mean all moneys held by the Trustee under this Indenture for the
benefit of the Bondholders.

     "Short Term Rate" means a Daily, Variable or Commercial Paper Rate.

     "Throughput  Agreement"  means the  Amended  and  Restated  Throughput  and
Handling  Agreement,  dated as of July 1, 1987, among the Company,  the Partners
and Pittston  Terminal,  as amended and  supplemented,  and as it may further be
amended and supplemented from time to time in accordance with its terms.

     "Trustee"  means (i) the entity  identified  as such in the heading of this
Indenture and its successor under this Indenture and (ii) when applicable to the
functions  of  drawings  under any Letter of Credit as provided in the Letter of
Credit,  authentication,  registration,  paying  agency and  custodian of funds,
includes the Paying Agent, authenticating agent and registrar.

     "Unassigned  Rights"  means the  rights of the  Issuer  under  Section  5.2
(relating to fees and expenses), Section 7.2 (relating to indemnification),  and
Section 9.3 (relating to expenses of collection) of the Loan Agreement and under
Section 2 of the  Parent  Company  Guaranty  (relating  to its right to  recover
expenses of enforcement).

     "Variable  Rate"  means an  interest  rate on the Bonds  set under  Section
2.2(a)(2).


                                       6

<PAGE>


     Section 1.2 Rules of Construction.  Unless the context otherwise  requires:

          (a) an accounting term not otherwise  defined has the meaning assigned
     to it in accordance with generally accepted accounting principles,

          (b)  references  to Articles  and  Sections  are to the  Articles  and
     Sections of this Indenture unless otherwise specifically indicated, and

          (c) all  meanings  are equally  applicable  to both the  singular  and
     plural form of the defined terms.

                                   ARTICLE II
                                    THE BONDS

     Section 2.1 Issuance of Bonds;  Form;  Dating. The Bonds will be designated
"Peninsula Ports Authority of Virginia,  Coal Terminal  Revenue  Refunding Bonds
(Dominion  Terminal  Associates Project - Brink's Issue) Series 2003." The total
principal  amount of Bonds  that may be issued  and  outstanding  may not exceed
$43,160,000,  except as provided in Section 2.7 with respect to  replacement  of
mutilated,  lost,  stolen,  destroyed or  undelivered  Bonds.  The Bonds will be
substantially in the form of Exhibit A to this Indenture,  in the  denominations
provided for in the Bonds. The Bonds may have notations, legends or endorsements
by law or usage.

     All Bonds will be dated the date of their delivery and will mature, subject
to prior  redemption,  on April 1,  2033.  Bonds  issued in  exchange  for Bonds
surrendered  for transfer or exchange or in place of  mutilated,  lost,  stolen,
destroyed or  undelivered  Bonds will bear  interest from the last date to which
interest has been paid on the Bonds being transferred, exchanged or replaced or,
if no interest has been paid, from the date of their  delivery.  For purposes of
this  paragraph,  while Bonds bear  interest at the Daily Rate or the Bank Rate,
interest which is paid on the fifth Business Day of a month is deemed to be paid
on the first day of that  month.  Bonds will be numbered  as  determined  by the
Paying Agent.

     Upon the execution and delivery of this Indenture,  the Issuer will execute
the  Bonds and  deliver  them to the  Paying  Agent and the  Paying  Agent  will
authenticate  the Bonds and  deliver  them to the  purchaser  or  purchasers  as
directed by the Issuer.

     Section 2.2 Interest on the Bonds. Interest on the Bonds will be payable as
provided in the Bonds and in this Section. During the Initial Fixed Rate Period,
interest  on the Bonds will be payable  at 6.0% per annum  (the  "Initial  Fixed
Rate"),  the  Interest  Payment  Dates  will be  each  April  1 and  October  1,
commencing  April 1, 2004,  and the Record Dates will be March 15 and  September
15,  respectively.  While there exists an Event of Default under the  Indenture,
the  interest  rate on the Bonds will be the rate on the Bonds on the day before
the Event of Default  occurred,  except  that if  interest on the Bonds was then
payable  at a  Commercial  Paper  Rate,  the  default  rate will be the  highest
Commercial   Paper  Rate  then  in  effect  for  any  Bond.  The  interest  rate
determination  method may be changed by the Company, the Remarketing Agent or as
described in subsection  (b)(4) below.  The methods of  determining  the various
interest  rates  (other  than the  Initial  Fixed  Rate) are as  provided in the
following subsection (a).


                                       7

<PAGE>

     (a) Interest Rate Determination Methods.

          (1) Daily Rate. When interest on the Bonds is payable at a Daily Rate,
     the  Remarketing  Agent will set a Daily Rate on each  Business  Day.  Each
     Daily  Rate  will be the  minimum  rate  necessary  (as  determined  by the
     Remarketing  Agent) for the Remarketing  Agent to sell the Bonds on the day
     the rate is set at their principal amount plus accrued interest.  The Daily
     Rate for any  non-Business Day will be the rate for the last day on which a
     rate was set or, if the  commencement  of a period  during  which the Bonds
     bear interest at a Daily Rate is a non-Business  Day, the rate for such Day
     will be the rate  established  on the first  Business Day after the date of
     such commencement.

          If for any reason the  Remarketing  Agent does not set a Daily Rate on
     any  Business Day or a court holds that the rate set for any day is invalid
     or unenforceable, the Daily Rate for that day will be the average of 30-day
     yield  evaluations at par of securities  (whether or not actually  issued),
     the interest on which is excluded from gross income for federal  income tax
     purposes,  of issuers of  commercial  paper rated by a Rating Agency in its
     highest commercial paper rating category.  Initially, that rate will be the
     earliest rate published each day by Munifacts Wire System,  Inc. The Issuer
     will, at the request of the Company,  designate a replacement  publisher to
     the Trustee and the Remarketing  Agent.  If Munifacts Wire System,  Inc. or
     such replacement publisher does not publish such a commercial paper rate on
     a day on which a Daily Rate is to be set,  the  Remarketing  Agent will set
     the Daily Rate at 50% of the interest  rate for 30-day  taxable  commercial
     paper  (prime paper placed  through  dealers)  announced on such day by the
     Federal Reserve Bank of New York,  converted to a  coupon-equivalent  rate.
     Upon  delivery  to the  Trustee of an Opinion of Tax Counsel or Opinions of
     Counsel and Tax Counsel that such action is not  prohibited by the Act, the
     laws of the  Commonwealth  or this Indenture and will not adversely  affect
     the exclusion of interest on the Bonds from gross income for federal income
     tax  purposes,  the Issuer may  designate a new method of setting the Daily
     Rate in the event any of the  above-described  methods  is  unavailable  or
     unrealistic in the market place.

          (2) Variable Rate. The  Remarketing  Agent will set a Variable Rate on
     the last Business Day before the  commencement of a period during which the
     Bonds bear  interest at a Variable Rate and each Tuesday  thereafter  while
     interest  on the  Bonds is to be  payable  at a  Variable  Rate or,  if any
     Tuesday is not a Business  Day, on the next  succeeding  Business Day. Each
     Variable  Rate will be the minimum rate  necessary  (as  determined  by the
     Remarketing  Agent) for the Remarketing Agent to sell the Bonds on the date
     the rate is set at their principal amount plus accrued interest.


                                       8

<PAGE>

          If for any reason the  Remarketing  Agent does not set a Variable Rate
     or a court  holds  that any  rate  set is  invalid  or  unenforceable,  the
     Variable  Rate  for  that  period  will  be the  average  of  30-day  yield
     evaluations  at par of  securities  (whether or not actually  issued),  the
     interest on which is  excluded  from gross  income for  federal  income tax
     purposes,  of at least 20 component issuers selected by the Indexing Agent,
     including  issuers of commercial  paper,  project notes,  bond anticipation
     notes and tax anticipation notes,  computed by the Indexing Agent as of the
     day on which the Remarketing  Agent was to have set the Variable Rate. When
     the  Bonds  are  rated by a Rating  Agency  in  either  of its two  highest
     long-term  debt  rating  categories,  each  component  issuer must (i) have
     outstanding  securities  rated by a Rating  Agency in its  highest  note or
     commercial  paper  rating  category or (ii) not have  outstanding  notes or
     commercial paper rated by a Rating Agency but have  outstanding  securities
     rated by a Rating Agency in either of its two highest long-term debt rating
     categories.  If the  Bonds are rated by both  Rating  Agencies  in a rating
     category  that  is  lower  than  its  two  highest  long-term  debt  rating
     categories,  each  component  issuer must (x) have  outstanding  securities
     rated by one Rating Agency in its note or commercial  paper rating category
     correlative, in the Indexing Agent's judgment, to the long-term debt rating
     category  of the  Bonds or (y)  have  outstanding  securities  rated by one
     Rating Agency in the same long-term  debt rating  category as the Bonds are
     rated  by that  Rating  Agency  and  not  have  any  outstanding  notes  or
     commercial paper rated by such Rating Agency. The Indexing Agent may change
     the component  issuers from time to time in its discretion,  subject to the
     foregoing  requirements.  If the Bonds are not rated by a Rating  Agency or
     the  Indexing  Agent does not  compute  the average  mentioned  above,  the
     Remarketing  Agent will set the Variable  Rate at 55% of the interest  rate
     for 30-day taxable  commercial  paper (prime paper placed through  dealers)
     announced  by the Federal  Reserve Bank of New York on the day on which the
     Remarketing  Agent was to have set the Variable Rate.  Upon delivery to the
     Trustee of an Opinion of Tax Counsel or Opinions of Counsel and Tax Counsel
     that such action is not prohibited by the Act, the laws of the Commonwealth
     or this  Indenture and will not adversely  affect the exclusion of interest
     on the Bonds from gross income for federal income tax purposes,  the Issuer
     may designate a new method of setting the Variable Rate in the event any of
     the  above-described  methods is  unavailable  or unrealistic in the market
     place.

               (3) Commercial Paper Rate.

                    (i)  Determination  of Commercial Paper Rate. The Commercial
               Paper Rate for each Bond will be  determined  by the  Remarketing
               Agent on the first  Business  Day of each  Commercial  Paper Rate
               Period  applicable to such Bond. Each Commercial  Paper Rate will
               be the minimum rate necessary (as  determined by the  Remarketing
               Agent) for the  Remarketing  Agent to sell such Bond on such date
               at its principal amount plus accrued interest.


                                       9

<PAGE>

                    If for any  reason  the  Remarketing  Agent  does  not set a
               Commercial  Paper Rate for any Bond for any Commercial Paper Rate
               Period  or a court  holds  that the rate set for such  Commercial
               Paper Rate  Period is invalid or  unenforceable,  the  Commercial
               Paper  Rate for such Bond for such  period  will be the  earliest
               30-day,   60-day  or  90-day  tax-exempt  commercial  paper  rate
               published  each  day by  Munifacts  Wire  System,  Inc.  (or  its
               replacement as provided in Section 2.2(a)(1)),  and representing,
               as of the date of  determination,  the average of 30-day (if such
               Commercial  Paper Rate  Period is from one to 30 days in length),
               60-day (if such  Commercial  Paper  Rate  Period is from 31 to 60
               days in length),  or 90-day (if such Commercial Paper Rate Period
               is from 61 to 180 days in  length),  as the  case  may be,  yield
               evaluations  at  par  of  securities  (whether  or  not  actually
               issued),  the interest on which is excluded from gross income for
               federal income tax purposes, of issuers of commercial paper rated
               by a  Rating  Agency  in  its  highest  commercial  paper  rating
               category.  If Munifacts  Wire System,  Inc. (or its  replacement)
               does not publish a 30-day, 60-day or 90-day tax-exempt commercial
               paper rate,  as the case may be, on the day on which a Commercial
               Paper Rate is to be set, the  Commercial  Paper Rate of such Bond
               for such period will be the applicable percentage of the interest
               rate (the "Commercial  Paper Base Rate") for 30-day,  60-day,  or
               90-day, as the case may be, taxable commercial paper (prime paper
               placed through dealers)  announced by the Federal Reserve Bank of
               New York on the first Business Day of such Commercial  Paper Rate
               Period as determined on the basis of the table set forth below.

                          Term of Next                 Applicable Percentage
                     Succeeding Commercial               Commercial Paper
                       Paper Rate Period                    Base Rate
                     ---------------------             ---------------------

                           1-30 days                            50%
                           31-60 days                           52%
                          61-180 days                           54%

                    Upon delivery to the Trustee of an Opinion of Tax Counsel or
               Opinions  of  Counsel  and Tax  Counsel  that such  action is not
               prohibited  by the  Act,  the  laws of the  Commonwealth  or this
               Indenture and will not adversely affect the exclusion of interest
               on the Bonds from gross income for federal  income tax  purposes,
               the Issuer may  designate a new method of setting the  Commercial
               Paper  Rate in the event any of the  above-described  methods  is
               unavailable or unrealistic in the market place.


                                       10

<PAGE>

                    (ii)  Determination  of  Commercial  Paper  Rate  Periods by
               Remarketing  Agent.  Except  as  otherwise  provided  in the next
               paragraph,  while the Bonds bear  interest at a Commercial  Paper
               Rate, the length of each Commercial  Paper Rate Period (which may
               be from one to 180 days) for each Bond will be  determined on the
               first  Business Day of such  Commercial  Paper Rate Period by the
               Remarketing  Agent based upon the  Remarketing  Agent's  judgment
               that such  length  will be  beneficial  to the market for, or the
               relative  yield of, such Bond based upon the factors set forth in
               Section 2.2(b)(2).

                    (iii)  Determination  of  Commercial  Paper Rate  Periods by
               Company. While the Bonds bear interest at a Commercial Paper Rate
               as a  result  of the  Company's  direction  pursuant  to  Section
               2.2(b)(1), the Commercial Paper Rate Period for each Bond will be
               determined  on the first  Business Day of such  Commercial  Paper
               Rate Period by the Company  pursuant to Section  2.2(b)(1) unless
               the Company's  direction  requires the Remarketing  Agent to make
               such  determinations,  in which event the Remarketing  Agent will
               make such determinations as described in the preceding paragraph.
               The Company will give notice to the Remarketing Agent on the date
               of the  determination  of the length of any Commercial Paper Rate
               Period determined by the Company.

                    (iv) Limitations. Notwithstanding the foregoing:


                         (A) if a Letter of Credit is in effect,  no  Commercial
                    Paper Rate Period will be  established  unless the Letter of
                    Credit terminates no earlier than 15 days after the last day
                    of such Commercial Paper Rate Period;

                         (B)  if  the  Remarketing  Agent  or  the  Company  has
                    previously determined that the Bonds are to bear interest at
                    a rate other than the Commercial  Paper Rate effective as of
                    a future date, no new  Commercial  Paper Rate Period will be
                    established  unless  the last day of such  Commercial  Paper
                    Rate Period  occurs on or before the  effective  date of the
                    change to such other rate;

                         (C) no Commercial  Paper Rate Period may be established
                    after the  making  of a  determination  requiring  mandatory
                    redemption  of  all  Bonds  because  of a  determination  of
                    taxability; and

                         (D) if neither the Company  nor the  Remarketing  Agent
                    sets the length of a  Commercial  Paper Rate  Period for any
                    Bond when it is  required to do so, a new  Commercial  Paper
                    Rate  Period  lasting 30 days (or until the  earlier  stated
                    maturity of the Bonds) will follow.


                                       11


<PAGE>

                         (v) Payment of Interest.  When the Bonds bear  interest
                    at a Commercial  Paper Rate,  interest  will accrue from and
                    including the first day of the applicable  Commercial  Paper
                    Rate Period to, but  excluding,  the last day of such period
                    and will be payable on the last day of such period.

                    (4) Fixed Rate. The Remarketing  Agent will set a Fixed Rate
               on a date (the  "Determination  Date")  no fewer  than 7 nor more
               than 15  Business  Days before the  beginning  of any period (the
               "Fixed  Rate  Period")  in which  interest  on the Bonds  will be
               payable at a Fixed Rate other than the Initial  Fixed Rate.  Each
               Fixed Rate will be the minimum rate  necessary (as  determined by
               the  Remarketing  Agent)  for the  Remarketing  Agent to sell the
               Bonds on the  Determination  Date at their principal  amount plus
               accrued interest.

                    If for any reason the Remarketing Agent does not set a Fixed
               Rate for a Fixed Rate  Period or a court  holds that the rate set
               for a Fixed Rate  Period is invalid or  unenforceable,  the Bonds
               will  bear  interest  at the Daily  Rate.  Upon  delivery  to the
               Trustee of an Opinion of Tax  Counsel or  Opinions of Counsel and
               Tax Counsel  that such action is not  prohibited  by the Act, the
               laws of the Commonwealth or this Indenture and will not adversely
               affect the  exclusion  of interest on the Bonds from gross income
               for federal  income tax purposes,  the Issuer may designate a new
               method  of  setting  the  Fixed  Rate  in  the  event  any of the
               above-described  methods is  unavailable  or  unrealistic  in the
               market place.

                    (5) Bank Rate.  On the  redemption  date of Bonds called for
               redemption  as described in the  paragraph  captioned  "Mandatory
               Redemption  at the  Direction  of the  Bank" in  Section 8 of the
               Bonds,  all Bonds called for such redemption  which are purchased
               by the Company in lieu of such redemption  will commence  bearing
               interest as described in this paragraph. If there are Bonds which
               have not been so called,  and such Bonds bear interest at a Daily
               Rate,  the Bank Rate will be the same rate as the Daily Rate.  If
               all bonds have been so called or if the Bonds which have not been
               called  bear  interest  at a rate  other than a Daily  Rate,  the
               Remarketing  Agent  will set a Bank  Rate  for such  Bonds on the
               redemption date and on every other day on which the Daily Rate is
               (or  would  have  been)  set,  which  will  be the  minimum  rate
               necessary  (as  determined  by the  Remarketing  Agent)  for  the
               Remarketing Agent to sell tax-exempt  securities  described below
               on the day the rate is set at their principal amount plus accrued
               interest.  Such  tax-exempt  securities  will be (i)  issued in a
               series with a single CUSIP number in a minimum aggregate original
               principal amount of $25,000,000; (ii) rated at least "AA" (or its
               equivalent)  by  either  Moody's  Investors  Services,   Inc.  or
               Standard & Poor's Corporation; (iii) issued by an issuer which is
               a state or the  District of  Columbia  or any of their  agencies,
               authorities or municipal subdivisions; (iv) bonds the interest on
               which is not  includable  as a preference  item in computing  the
               alternative  minimum tax under the Code;  and (v)  supported by a
               bank letter of credit.  If for any reason the  Remarketing  Agent
               does not set a Bank Rate or a court  holds a Bank  Rate  which is

                                       12


<PAGE>

               set to be  invalid  or  unenforceable,  the Bank Rate will be the
               rate described in the second paragraph of Section 2.2(a)(1).  The
               Interest  Periods,  Interest  Payment  Dates and Record Dates for
               Bonds  bearing  interest  at the  Bank  Rate  will be the same as
               described in this  Indenture  for Bonds  bearing  interest at the
               Daily Rate.  The Bank Rate for any  non-Business  Day will be the
               rate for the last day on which a rate was set. If the  redemption
               date is a  non-Business  Day,  the  Bank  Rate  will be the  rate
               established on the first Business Day after such redemption date.

                    (b) Change in Interest Rate Determination Method.

                        (1) Change  Directed  by  th e Company.  The Company may
               change the method of  determining  the interest rate on the Bonds
               by notifying  the Issuer,  the  Trustee,  the Paying  Agent,  the
               Indexing Agent (if appropriate),  the Remarketing Agent and, if a
               Letter of Credit is in effect,  the Bank at least 20 days  before
               the  proposed  effective  date of such  change.  Such notice must
               contain (i) the effective  date of the change,  (ii) the proposed
               interest rate determination  method,  (iii) if the change is to a
               Short Term Rate, the first Monthly Rate Evaluation  Date, if any,
               upon which the  Remarketing  Agent is to make the  determinations
               required  pursuant to subsection (2) below, (iv) if the change is
               to a Commercial Paper Rate,  whether the length of the Commercial
               Paper Rate Periods will be set by the Company or the  Remarketing
               Agent,  and (v) if the change is to a Fixed Rate,  the end of the
               Fixed Rate  Period  (which  must be on the last day of any May or
               November  at least six  months  after the  effective  date).  The
               notice  must be  accompanied  by an  Opinion  of Tax  Counsel  or
               Opinions of Counsel and Tax  Counsel  stating  that the change is
               not prohibited by the Act, the laws of the  Commonwealth  or this
               Indenture and will not adversely affect the exclusion of interest
               on the Bonds from gross income for federal  income tax  purposes.
               If  the  Company's  notice  complies  with  this  paragraph,  the
               interest rate on the Bonds will be payable at the new rate on the
               effective  date  specified  in the notice  until there is another
               change as provided in this Section.

                    The  Company,   upon  delivering  the  opinions  of  counsel
               referred  to in the  preceding  paragraph,  may (i)  require  the
               Remarketing Agent to make the determinations on each Monthly Rate
               Evaluation  Date pursuant to subsection  (2) below or to cease to
               make such  determinations  for a specific or an indefinite period
               of time, (ii) while the Bonds bear interest at a Commercial Paper
               Rate,  require  the  Remarketing  Agent to set the length of each
               Commercial Paper Rate Period pursuant to Section 2.2(a)(3)(ii) or
               to cease to do so for a specific or an indefinite period of time,
               or (iii) override a determination  made by the Remarketing  Agent
               pursuant  to  subsection   (2)  below  provided  that  notice  of
               redemption pursuant to Section 2.2(c) has not yet been given.

                    If the Company  wishes to have one Fixed Rate Period  follow
               another,  it may do so by following  the same  procedure as for a
               change in the interest rate determination  method provided for in
               the foregoing paragraphs.


                                       13

<PAGE>

                    If, 30 days before the end of the Initial  Fixed Rate Period
               or a Fixed Rate Period, the Company has not provided for the next
               interest rate period,  a new Fixed Rate Period lasting six months
               will  follow.  When one Fixed Rate Period  follows  another,  all
               provisions of this Indenture applying to a change in the interest
               rate  determination  method  will  apply,  except the  redemption
               described in the paragraph captioned "Mandatory Redemption Upon a
               Change in the  Method of  Determining  the  Interest  Rate on the
               Bonds" in Section 8 of the Bonds.

                    (2)  Change  Directed  by  the  Remarketing  Agent.   Unless
               directed  not to do so  pursuant  to  subsection  (1) above,  the
               Remarketing  Agent will consider on each Monthly Rate  Evaluation
               Date whether the method of  determining  the interest rate on the
               Bonds  should be changed to a  different  type of Short Term Rate
               because in the  Remarketing  Agent's  judgment,  conversion  to a
               different  Short Term Rate will be  beneficial to the market for,
               or the relative  yield of, the Bonds.  If a change is to be made,
               the Remarketing  Agent will promptly give the notices and take or
               cause to be taken the other actions, mutatis mutandis, that would
               be required  for the Company to change the method of  determining
               the interest rate pursuant to subsection (1) above.  For purposes
               of this  subsection (2), the  Remarketing  Agent's  determination
               that a  different  Short  Term  Rate will be  "beneficial  to the
               market for,  or relative  yield of, the Bonds" will be based upon
               (i) the  performance of the Bonds,  measured by market supply and
               demand  and  yield,  relative  to  other  securities  which  bear
               interest  at the  current  rate or the other  Short Term Rates or
               which,  in the judgment of the Remarketing  Agent,  are otherwise
               comparable  to the  Bonds,  or  (ii)  any  fact  or  circumstance
               relating  to the Bonds or  affecting  the market for the Bonds or
               affecting such other comparable  securities in a manner which, in
               the judgment of the Remarketing Agent, will affect the market for
               the  Bonds,  which in any event  leads the  Remarketing  Agent to
               conclude  that the Bonds  should bear  interest at the Short Term
               Rate specified in such notice.  As used in this  subsection  (2),
               "beneficial"  means beneficial to the Company and the Issuer. The
               Remarketing  Agent may use or not use any inputs and resources it
               deems appropriate,  which may but need not include  conversations
               with the Issuer or the Company,  and will make its decision based
               solely upon its judgment. On the effective date specified in such
               notice,  unless a  different  determination  has been made by the
               Remarketing Agent on an intervening  Monthly Rate Evaluation Date
               or by the Company  pursuant to  subsection  (1) above,  the Bonds
               will bear  interest  at the Short  Term  Rate  specified  in such
               notice.

                    The   Remarketing   Agent  will  not  have  any  obligation,
               responsibility  or liability of any kind to the Bondholders,  the
               Issuer, the Company, the Bank or to any other person with respect
               to any  determination  that  the  Bonds  will  or will  not  bear
               interest at the  current or any other Short Term Rate,  including
               but not limited  to, any  omission  by the  Remarketing  Agent to
               consider any facts or  circumstances  or any resources or inputs,
               it being the intent of this Indenture that the Remarketing  Agent
               may, in its unrestricted  judgment,  choose to consider no inputs
               or resources other than its own expertise.


                                       14

<PAGE>

                    (3)  Limitations.  Any change in the  method of  determining
               interest  on the  Bonds  pursuant  to  either  subsection  (1) or
               subsection (2) above must comply with the following:

                         (i)  if  the  Initial  Fixed  Rate  is in  effect,  the
                    effective date of any change cannot be before the end of the
                    Initial Fixed Rate Period,

                         (ii) if a Fixed Rate is then in effect,  the  effective
                    date of any change  cannot be before the  earlier of (A) the
                    date the Bonds are redeemed  pursuant to the  provisions  of
                    the paragraph  captioned  "Optional  Redemption at a Premium
                    During  Initial  Fixed Rate Period and Fixed Rate Period" in
                    Section 8 of the  Bonds,  or (B) the end of the  Fixed  Rate
                    Period,

                         (iii) if a Commercial Paper Rate is then in effect, the
                    effective  date of any  change  must be the  last day of the
                    Commercial Paper Rate Period of all Bonds,

                         (iv)  the  effective  date of all  changes  must be the
                    first day of a month,

                         (v) if the change is to a Variable Rate and there is no
                    Indexing Agent, an Indexing Agent must be appointed and have
                    accepted such  appointment in a manner  satisfactory  to the
                    Trustee  before the giving of notice of redemption  pursuant
                    to subsection (c) below,

                         (vi) if the change is to a Short Term Rate and there is
                    no Remarketing  Agent and Paying Agent, a Remarketing  Agent
                    and Paying Agent must be appointed  and have  accepted  such
                    appointment in a manner  satisfactory  to the Trustee before
                    giving the notice of redemption  pursuant to subsection  (c)
                    below, and

                         (vii) after a determination is made requiring mandatory
                    redemption  of  all  Bonds  because  of a  determination  of
                    taxability,  no change in the method of determining interest
                    on the Bonds may be made.

                    (4) Change  Directed by the Bank.  The method of determining
               the interest  rate on all Bonds called for  redemption  under the
               paragraph captioned "Mandatory Redemption at the Direction of the
               Bank" in  Section  8 of the  Bonds  which  are  purchased  by the
               Company  in lieu of such  redemption  will be changed to the Bank
               Rate  automatically  on the redemption  date. Upon written notice
               from the Bank to the Paying Agent that the amount available to be
               drawn on the  Letter of Credit has been  reinstated  to an amount
               necessary to secure any such Bonds in accordance  with Article V,
               the method of determining the interest rate on such Bonds bearing


                                       15

<PAGE>

               interest  at the Bank  Rate  will  thereafter  be the same as the
               method in effect for all other  Outstanding  Bonds (or the method
               used   before  the  Bank  Rate,   if  no  other  Bonds  are  then
               Outstanding),  unless the  Company or the  Remarketing  Agent has
               elected to change the interest rate determination method pursuant
               to Section 2.2(b)(1) or Section 2.2(b)(2), as the case may be.

     (c) Notice to Bondholders of Change in Interest Rate Determination  Method.
When a change in the  interest  rate  determination  method  is to be made,  the
Trustee will  prepare,  and the Paying  Agent will mail,  notice to the affected
Bondholders by first class mail at least 15 but not more than 60 days before the
effective  date of the change.  The notice will be accompanied by the Opinion of
Tax Counsel or Opinions of Counsel and Tax Counsel required by Section 2.2(b)(1)
and (b)(2) if the change is being made pursuant to such subsections.  The notice
will state:

                    (1) that the  interest  rate  determination  method  will be
               changed and what the new method will be,

                    (2) the effective date of the new method,

                    (3) a description of the new method and the maximum interest
               rate, that the Remarketing  Agent will provide each new rate (and
               Commercial  Paper Rate Period when  applicable)  upon request and
               describing how to make such request,

                    (4) the Interest  Payment  Dates and Record Dates in the new
               period,

                    (5) if there is a Letter of Credit  in  effect,  information
               relating  to it,  including a  statement  describing  the periods
               during which the Letter of Credit will  provide  coverage and the
               amount of such coverage,

                    (6) whether the bondholders  have a right to put their Bonds
               during the new period and, if they do, the procedures to follow,

                    (7) that a mandatory redemption will result on the effective
               date  of the  change  as  provided  in the  Bonds,  and  all  the
               information required by this Indenture to be included in a notice
               of redemption set forth in Section 3.4, and

                    (8) that the change will not be implemented if any necessary
               Opinion of Tax Counsel or Opinion of Counsel has been  rescinded.

                    In  addition,  if the change is to a Fixed Rate,  the notice
               will state:

                    (1) the end of the Fixed Rate Period,

                    (2) that the Paying Agent will provide a notice (prepared by
               Trustee) of the new Fixed Rate upon request and describing how to
               make such request,


                                       16

<PAGE>

                    (3) if  applicable,  any ratings  assigned  the Bonds by the
               Rating  Agencies  effective  on the  change,  and, if a Letter of
               Credit is in effect,  that the Letter of Credit is  expiring  and
               that the existing  rating is being reduced or  withdrawn,  as the
               case may be,

                    (4) that during the Fixed Rate Period there will be no right
               to put the Bonds,

                    (5) the redemption provisions to which the Bonds are subject
               during the Fixed Rate Period, and

                    (6) that during the Fixed Rate Period Bonds may be issued in
               denominations of $5,000 or integral multiples of $5,000.

                    In addition,  if the change is to a  Commercial  Paper Rate,
               the notice will state:

                    (1) during the Commercial Paper Rate Period there will be no
               right to put the Bonds,

                    (2)  that on the  last  day of each  Commercial  Paper  Rate
               Period the Bonds will be redeemed unless purchased by the Company
               in lieu of redemption, and

                    (3) that no notice of any such  redemption  will be given to
               the Bondholder.

                    Notice of a change from a Bank Rate need not be given if all
               Bonds affected by the change are held by the Bank.

     (d)  Calculation  of Interest.  The Paying Agent will compute the amount of
interest payable on the Bonds from the rates supplied to the Paying Agent by the
person setting them. The person setting the rates and, if applicable, the length
of the  Commercial  Paper Rate  Periods,  will  notify the Paying  Agent and the
Company,  in writing or by telephone promptly confirmed in writing by 4:00 p.m.,
New York City time:

                    (1) on the  first  Business  Day  after  a  month  in  which
               interest  on the Bonds is payable at a Daily Rate or a Bank Rate,
               of the Daily Rate or the Bank Rate,  as the case may be, for each
               day in such month,

                    (2) at the request of the Paying Agent,  (A) on the date the
               Bank  gives  notice  of  redemption  pursuant  to  the  paragraph
               captioned "Mandatory  Redemption at the Direction of the Bank" in
               Section  8 of the  Bonds  and on  such  redemption  date,  of the
               interest  rate  for  each  day  of  the  interest  period  to and
               including  each such  date;  and (B) on the  effective  date of a
               change  from a Bank  Rate,  the  Bank  Rate  for  each day of the
               interest period to such effective date,


                                       17

<PAGE>


                    (3) on the last Tuesday in each month (or if such Tuesday is
               not a Business Day, on the next Business Day) in which a Variable
               Rate was set in such month, of the Variable Rate for each week of
               such month for which a Variable Rate was set,

                    (4) on the first Business Day of each Commercial  Paper Rate
               Period, of the length thereof and the Commercial Paper Rate, and

                    (5) on the first Business Day after a Determination Date, of
               the Fixed Rate set on that Determination Date.

     Using the rates  supplied by this notice,  the Paying Agent will  calculate
the interest payable on the Bonds. The Remarketing  Agent or the Indexing Agent,
if the Indexing  Agent sets a rate,  will inform the Paying Agent,  the Trustee,
the Company  and, if a Letter of Credit is in effect,  the Bank  orally,  at the
oral request of any of them, of any interest rate set by the  Remarketing  Agent
or the Indexing Agent. The Paying Agent will confirm the effective interest rate
by telephone or in writing to any Bondholder who requests it in any manner.

     The  calculation  of  interest  payable  on the Bonds as  provided  in this
Indenture,  absent  manifest  error,  and the  setting  of the rate of  interest
payable on the Bonds as  provided  in this  Indenture,  will be  conclusive  and
binding on all parties.

     (e) Change in Rate Determination Method-Opinion of Counsel. Notwithstanding
any  provision of this Section 2.2, no change will be made in the interest  rate
determination  method pursuant to Section  2.2(b)(1) or (b)(2) if the Trustee or
the Paying Agent has received written notice before such change that any Opinion
of Tax Counsel or Opinions of Counsel  and Tax Counsel  required  under  Section
2.2(b)(1) and (b)(2) has been rescinded. If the Paying Agent has sent any notice
to the  Bondholders  regarding a change in rate under Section 2.2(c) then in the
event of such rescission of an opinion,  the Trustee will promptly prepare,  and
the  paying  Agent  will  promptly  mail,  notice  to all  Bondholders  of  such
rescission.

     Section 2.3 Book-Entry Provisions.

     (a) The Bonds will be issued in fully registered form and registered in the
name of Cede & Co., as nominee of the  Depository  Trust  Company  ("DTC"),  and
immobilized  in the custody of DTC. One fully  registered  Bond for the original
principal  amount of each maturity  will be registered to Cede & Co.  Beneficial
owners of the Bonds will not  receive  physical  delivery  of Bonds.  Individual
purchases  of  Bonds  may  be  made  in  book-entry   form  only  in  authorized
denominations. Payments of the principal of and premium, if any, and interest on
the Bonds will be made to DTC or its nominee as registered owner of the Bonds on
the applicable payment date.

     DTC is  responsible  for the  transfer of payments of the  principal of and
premium,  if any, and interest on the Bonds to the  participants  of DTC,  which
include  securities  brokers  and  dealers,  banks,  trust  companies,  clearing
corporations and certain other organizations (the  "Participants").  Transfer of
the payments of the principal of and premium,  if any, and interest on the Bonds
to beneficial owners of the Bonds is the  responsibility of the Participants and
other nominees of the beneficial owners.


                                       18

<PAGE>

     Transfer  of  ownership  interest  in the Bonds will be made by DTC and its
Participants,  acting as  nominees  of the  beneficial  owners of the Bonds,  in
accordance with rules  specified by DTC and its  Participants.  The Issuer,  the
Trustee and the Paying Agent make no assurances  that DTC, its  Participants  or
other nominees of the beneficial owners of the Bonds will act in accordance with
those rules or on a timely basis.  For every transfer and exchange of beneficial
ownership  interest  in the Bonds,  the  beneficial  owner may be  charged  sums
sufficient  to cover  any  tax,  fee or other  governmental  charge  that may be
imposed in relation to it.

     THE ISSUER,  THE TRUSTEE,  THE PAYING  AGENT,  THE COMPANY,  THE  PARTNERS,
PITTSTON  TERMINAL  AND  THE  PARENT  COMPANY  DISCLAIM  ANY  RESPONSIBILITY  OR
OBLIGATION TO THE PARTICIPANTS OR THE BENEFICIAL  OWNERS WITH RESPECT TO (i) THE
ACCURACY OF ANY RECORDS  MAINTAINED BY DTC OR ANY PARTICIPANT;  (ii) THE PAYMENT
BY DTC OR ANY  PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL  OWNER IN RESPECT
OF THE  PRINCIPAL OF AND PREMIUM,  IF ANY, AND INTEREST ON THE BONDS;  (iii) THE
DELIVERY BY DTC OR ANY  PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL  OWNER WHICH
IS  REQUIRED  OR  PERMITTED  UNDER  THE TERMS OF THIS  INDENTURE  TO BE GIVEN TO
BONDHOLDERS;  (iv) THE SELECTION OF THE BENEFICIAL  OWNERS TO RECEIVE PAYMENT IN
THE EVENT OF ANY PARTIAL  REDEMPTION  OF THE BONDS;  OR (v) ANY CONSENT GIVEN OR
OTHER ACTION TAKEN BY DTC AS BONDHOLDER.

     So  long  as  Cede & Co.,  as  nominee  of  DTC,  is the  sole  Bondholder,
references in this  Indenture to the  Bondholders  means Cede & Co. and does not
mean the beneficial  owners of the Bonds. Any notice to or consent  requested of
Bondholders  under this  Indenture  will be given to or  requested of Cede & Co.
Notwithstanding  Section  2.9 of this  Indenture,  the  Bonds  may be  issued in
typewritten  form so long as Cede & Co.,  or its  successor,  is the  registered
owner of the Bonds, as nominee of DTC.

     (b) Replacement Bonds (the  "Replacement  Bonds") will be registered in the
name of and issued directly to beneficial owners of Bonds rather than to DTC, or
its nominee, but only if:

                    (1) DTC  determines  not to  continue  to act as  securities
               depository  for  the  Bonds  and  notifies  the  Issuer  of  such
               determination in writing; or

                    (2)  The  Trustee  or  the  Issuer  has  advised  DTC of the
               Trustee's  or Issuer's  determination  that DTC is  incapable  of
               discharging its duties or that it is in the best interests of the
               beneficial  owners of the Bonds not to  continue  the  book-entry
               system of transfer.


                                       19

<PAGE>

     Upon  occurrence of the events  described in  subsections  (1) or (2) above
(and  the  Trustee  and  the  Issuer   undertake  no   obligation  to  make  any
investigation regarding the matters described in subsection (2)), the Issuer may
attempt to locate another qualified securities  depository.  If the Issuer fails
to locate  another  qualified  securities  depository to replace DTC, the Issuer
will execute and the Trustee will  authenticate  and deliver to the Participants
the  appropriate  Replacement  Bonds  (substantially  in the form  set  forth in
Exhibit  A  to  this  Indenture  with  appropriate  variations,  omissions,  and
insertions as are permitted by this  Indenture)  to which the  Participants  are
entitled for delivery to the beneficial owners of the Bonds. The Trustee and the
Issuer  are  entitled  to  rely  on  the  records  provided  by  DTC  as to  the
Participants   entitled  to  receive  Replacement  Bonds.  The  holders  of  the
Replacement Bonds will be entitled to the lien and benefits of this Indenture.

     Section  2.4  Execution  and  Authentication.  The Bonds  will be signed on
behalf of the Issuer with the manual or  facsimile  signature of its Chairman or
Vice  Chairman  and  attested  by  the  manual  or  facsimile  signature  of its
Secretary-Treasurer or Assistant Secretary-Treasurer, and the seal of the Issuer
will be impressed or  imprinted  on the Bonds by facsimile or  otherwise.  If an
officer of the Issuer  whose  signature is on a Bond no longer holds that office
at the time the Trustee  authenticates  the Bond, the Bond will  nevertheless be
valid. Also, if a person signing a Bond is the proper officer on the actual date
of  execution,  the Bond will be valid  even if that  person  is not the  proper
officer on the nominal date of action.

     A Bond will not be valid for any  purpose  under this  Indenture  until the
Trustee or the Paying Agent manually signs the certificate of  authentication on
the Bond.  Such  signature  will be  conclusive  evidence that the Bond has been
authenticated under this Indenture.

     The Trustee may appoint a Paying Agent, and may remove the Paying Agent and
appoint  any  other   authenticating   agent  acceptable  to  the  Company,   to
authenticate Bonds. An authenticating  agent may authenticate Bonds whenever the
Trustee may do so. Each  reference in this  Indenture to  authentication  by the
Trustee includes authentication by such authenticating agent.

     Section  2.5  Bond  Register.  Bonds  may be  presented  at  the  principal
corporate  trust  office of the  Paying  Agent for  registration,  transfer  and
exchange,  and Bonds may be presented  at that office for payment.  Bonds put by
their holders must be delivered as specified in the Bonds. The Paying Agent will
keep a register of Bonds and of their transfer and exchange.

     Section 2.6 Registration and Exchange of Bonds;  Persons Treated as Owners.
Bonds may be  transferred  only on the register  maintained by the Paying Agent.
Upon  surrender for transfer of any Bond to the Paying Agent,  duly endorsed for
transfer or  accompanied  by an  assignment  duly  executed by the holder or the
holder's attorney duly authorized in writing, the Paying Agent will authenticate
a new Bond or Bonds in an equal total  principal  amount and  registered  in the
name of the transferee.

                                       20


<PAGE>

     Bonds may be  exchanged  for an equal  total  principal  amount of Bonds of
different  denominations.  The Paying Agent will  authenticate and deliver Bonds
that the Bondholder making the exchange is entitled to receive,  bearing numbers
not then outstanding.

     During the Initial Fixed Rate Period and any Fixed Rate Period,  the Paying
Agent will not be required  to  transfer or exchange  any Bond during the period
beginning  15 days before the mailing of notice  calling the Bond or any portion
of it for  redemption and ending on the redemption  date.  However,  after Bonds
have been called for redemption pursuant to the paragraph  captioned  "Mandatory
Redemption  Upon a Change in the Method of Determining  the Interest Rate on the
Bonds"  in  Section 8 of the  Bonds,  principal  amounts  of such  called  Bonds
totaling  $100,000  or more  may be  exchanged  for  Bonds in  denominations  of
$100,000  or  multiples  of $5,000 in excess of  $100,000  at any time up to the
redemption date.

     The registered holder of a Bond is its absolute owner for all purposes, and
payment of  principal,  interest or purchase  price will be made only to or upon
the written order of the holder or the holder's legal representative.

     The Paying Agent will require that any  Bondholder  requesting  exchange or
transfer pay any tax or other governmental charge required to be paid in respect
of the exchange or transfer but will not impose any other charge.

     Section 2.7 Mutilated, Lost, Stolen, Destroyed or Undelivered Bonds. If any
Bond is mutilated, lost, stolen or destroyed, the Paying Agent will authenticate
a new Bond of the same  denomination if any mutilated Bond is first  surrendered
to the Paying Agent, and if, in the case of any lost,  stolen or destroyed Bond,
there is furnished to the Issuer, the Paying Agent, the Company and, if a Letter
of Credit is in effect,  the Bank,  evidence of such loss, theft or destruction,
together  with an  indemnity,  satisfactory  to them.  If the Bond has  matured,
instead of issuing a duplicate  Bond,  the Paying  Agent may with the consent of
the Company pay the Bond without  requiring  surrender of the Bond and make such
requirements as the Paying Agent deems appropriate for its protection, including
a lost instrument bond. The Issuer,  the Company and the Paying Agent may charge
their reasonable fees and expenses in this connection.

     If a Bond is called for  redemption  and the Bond is  purchased  in lieu of
redemption  as provided in Article III and funds are  deposited  with the Paying
Agent  sufficient  for the purchase,  the Paying Agent,  upon the request of the
Company, will authenticate a new Bond in the same denomination registered as the
Company may direct and  deliver it to the  Company or its order,  whether or not
the Bond called for redemption is ever delivered,  but if the funds are obtained
by a drawing on a Letter of Credit,  the Paying  Agent must comply with  Section
3.8(a)(4). From and after the purchase date, interest on such Bond will cease to
be payable to its prior  holder,  such  holder  will cease to be entitled to the
benefits or  security of this  Indenture  and will have  recourse  solely to the
funds held by the Paying  Agent for the  purchase  of such Bond,  and the Paying
Agent will not register any further transfer of such Bond by such prior holder.


                                       21

<PAGE>

     Section 2.8  Cancellation  of Bonds.  Whenever a Bond is  delivered  to the
Paying Agent for  cancellation (in accordance with the  reimbursement  agreement
pursuant to which a Letter of Credit was issued or upon  payment,  redemption or
otherwise), or for transfer,  exchange or replacement pursuant to Section 2.6 or
2.7, the Paying Agent will promptly  cancel the Bond and deliver such  cancelled
Bond to the  Trustee.  The  Trustee  will  deliver  such  cancelled  Bond to the
Company.

     Section 2.9 Temporary Bonds. Until definitive Bonds are ready for delivery,
the Issuer may execute and the Paying Agent will  authenticate  temporary  bonds
substantially in the form of the definitive Bonds, with appropriate  variations.
The Issuer will, without unreasonable delay, cause to be prepared and the Paying
Agent will  authenticate  definitive  Bonds in exchange for the temporary Bonds.
Such exchange will be made by the Paying Agent without charge.

     Section 2.10 Special  Notice by Paying Agent During  Commercial  Paper Rate
Period;  Schedule Attached. Upon each registration of transfer of a Bond bearing
interest at a Commercial  Paper Rate,  the Paying Agent will give written notice
to the transferee that (i) no notices of the length of any Commercial Paper Rate
Period or the Commercial Paper Rate borne by the Bond during such period will be
given to the owner of the Bond, but that such information may be obtained,  upon
request,  from the  Remarketing  Agent and  setting  forth the manner  that such
information  may be  obtained,  (ii) any Bond  bearing  interest at a Commercial
Paper Rate will be called for redemption on its Interest Payment Date, and (iii)
no additional notice of any such redemption will be given to the Bondholder.

     Upon each  registration  of  transfer  while the Bonds bear  interest  at a
Commercial  Paper Rate, or at any time the Paying Agent comes into possession of
a Bond  bearing  interest  at a  Commercial  Paper Rate,  the Paying  Agent will
attach,  to the  extent  not  already  attached,  and will make the  appropriate
insertions in, the Schedule attached to the form of Bond in Exhibit A.

                                  ARTICLE III
                        REDEMPTION, PURCHASES IN LIEU OF
                           REDEMPTION AND REMARKETING

     Section  3.1 Notices to  Trustee.  If the Company  wishes that any Bonds be
redeemed pursuant to any optional redemption provision in the Bonds, the Company
will notify the Trustee and the Paying Agent of the  applicable  provision,  the
redemption  date,  the  principal  amount  of Bonds  to be  redeemed  and  other
necessary particulars.  The Company will give the notice at least 20 days before
the  redemption  date. If a Letter of Credit is in effect and the Bank directs a
mandatory  redemption  of the  Bonds  in  part  under  the  paragraph  captioned
"Mandatory  Redemption  at the Direction of the Bank" in Section 8 of the Bonds,
the Bank will give notice to the  Company,  the Trustee and the Paying  Agent of
the principal amount of Bonds to be redeemed and other necessary  particulars on
a day which is at least eight Business Days before the redemption date.

     Section 3.2 Redemption  Dates.  The redemption date of Bonds to be redeemed
pursuant  to any  optional  redemption  provision  in the  Bonds  will be a date
permitted  by the Bonds and  specified  by the  Company in the notice  delivered
pursuant to the preceding Section. The redemption date for mandatory redemptions
will be as  specified in the Bonds to be redeemed or  determined  by the Trustee
consistently with the provisions of the Bonds.

                                       22

<PAGE>

     Section 3.3  Selection of Bonds to be  Redeemed.  Except as provided in the
Bonds,  if fewer than all the Bonds are to be  redeemed,  the Paying  Agent will
select the Bonds to be redeemed first,  from any Bonds which have been purchased
pursuant to puts in accordance with Section 7 of the Bonds and which are held by
the Paying Agent in accordance with the Pledge Agreement; second, from any Bonds
not held by the Paying Agent in accordance  with the Pledge  Agreement,  in such
manner as the Paying Agent in its  discretion  determines,  and third,  from any
other Bonds held by the Paying Agent in  accordance  with the Pledge  Agreement.
The Paying Agent will make the selection  from Bonds not  previously  called for
redemption; provided that in selecting any Bonds called for redemption under the
paragraph  captioned  "Mandatory  Redemption  at the  Direction  of the Bank" in
Section 8 of the Bonds,  the Paying  Agent  will make the  selection  first from
Bonds then secured by the Letter of Credit; and, provided,  further,  during any
period  when Bonds are bearing  interest  at a Short Term Rate,  no Bond will be
selected by the Paying Agent for  redemption if after the redemption the portion
of the Bond which will remain outstanding will be less than $100,000. Provisions
of this  Indenture  that  apply to Bonds  called  for  redemption  also apply to
portions of Bonds called for redemption.

     Section 3.4 Notice of Redemption.  The Trustee will prepare, and the Paying
Agent will send,  notice of each redemption as provided in the Bonds. The Paying
Agent will at the same time send a copy of the notice to the Remarketing  Agent,
if any,  and,  if a Letter of Credit is in effect,  to the Bank.  No  redemption
notice will be given with respect to a redemption under the paragraph  captioned
"Mandatory Redemption on Each Interest Payment Date During Commercial Paper Rate
Period" in Section 8 of the Bonds.  The  notice  will  identify  the Bonds to be
redeemed and will state (i) the redemption  date (and, if the Bonds provide that
accrued  interest will not be paid on the  redemption  date, the date it will be
paid),  (ii) the  redemption  price,  (iii) that the Bonds called for redemption
must be surrendered to collect the redemption  price,  (iv) the address at which
the Bonds must be  surrendered,  and (v) that  interest on the Bonds  called for
redemption ceases to accrue on the redemption date.

     Failure to give any  required  notice of  redemption  as to any  particular
Bonds will not affect the  validity of the call for  redemption  of any Bonds in
respect of which no such failure has occurred.  Any notice mailed as provided in
the Bonds  will be  conclusively  presumed  to have been  given  whether  or not
actually received by any holder.

     If a Letter of Credit is in  effect,  the  Trustee  will  prepare,  and the
Paying Agent will send, a notice of  redemption  under the  paragraph  captioned
"Mandatory  Redemption  for Failure to Replace Letter of Credit" in Section 8 of
the Bonds if the Paying Agent,  as agent of the Trustee,  has not received a new
Letter of Credit satisfying the requirements of Article V by the 20th day before
the end of the last Interest  Period before the expiration or termination of the
Letter of Credit.

                                       23

<PAGE>

     Section 3.5 Payment of Bonds Called for  Redemption.  Upon surrender to the
Paying Agent,  Bonds called for redemption  will be paid or purchased in lieu of
redemption as provided in this Article and in the Bonds at the redemption  price
stated in the notice,  plus  interest  accrued to the  redemption  date, or at a
purchase  price equal to principal  plus accrued  interest to the purchase date,
except that interest  payable on Bonds  bearing  interest at a Daily Rate or the
Bank Rate will be paid on the fifth Business Day following the redemption  date.
Bonds  called  for  redemption  and  purchased  pursuant  to a  put  before  the
redemption date will not be redeemed but will be dealt with as provided below in
this  Article.  If a Letter of Credit is in  effect,  Bonds  held by the Bank in
accordance  with the Pledge  Agreement  which are called for redemption  will be
deemed  paid upon  reimbursement  of the Bank for the  drawing  on the Letter of
Credit, and upon such payment,  the Bank will surrender such Bonds to the Paying
Agent for cancellation.

     Section 3.6 Bonds  Redeemed in Part.  Upon  surrender of a Bond redeemed or
purchased in lieu of redemption in part, the Paying Agent will  authenticate for
the holder a new Bond or Bonds equal in principal  amount to the  unredeemed  or
unpurchased portion of the Bond surrendered.

     Section  3.7  Purchase of Bonds in Lieu of  Redemption.  The Trustee or the
Paying Agent will purchase Bonds called for redemption pursuant to the paragraph
captioned "Mandatory  Redemption on Each Interest Payment Date During Commercial
Paper Rate  Period" in Section 8 of the Bonds  unless  otherwise  instructed  in
writing by the Company, or unless this Indenture otherwise requires that they be
redeemed and cancelled,  before the redemption date. If a Letter of Credit is in
effect,  the  Trustee  or the  Paying  Agent  will  purchase  Bonds  called  for
redemption  pursuant to the  paragraph  captioned  "Mandatory  Redemption at the
Direction  of the Bank" in Section 8 of the Bonds from the proceeds of a drawing
on the Letter of Credit,  unless this Indenture  otherwise requires that they be
redeemed and cancelled  before the  redemption  date.  When Bonds are called for
redemption  pursuant  to  the  paragraphs  captioned  "Mandatory  Redemption  at
Beginning  of Fixed Rate  Period,"  "Mandatory  Redemption  Upon a Change in the
Method of Determining the Interest Rate on the Bonds," "Optional Redemption at a
Premium  During  Initial Fixed Rate Period and Fixed Rate Period," or "Mandatory
Redemption  for Failure to Replace  Letter of Credit" in Section 8 of the Bonds,
and the Bonds  provide  that they will be redeemed or  purchased by the Company,
the Company may purchase  some or all the Bonds called for  redemption if it (or
the Remarketing Agent) gives a notice to the Trustee, the Paying Agent and, if a
Letter of Credit is in effect,  the Bank by the day before the  redemption  date
that it wishes to purchase the Bonds the principal  amount of which is specified
in the  notice  and,  when a Letter of Credit is not in  effect,  furnishes  the
Trustee or the Paying Agent  sufficient money in sufficient time for the Trustee
to make the  purchase on the  redemption  date.  The Trustee or the Paying Agent
will  purchase  the Bonds  pursuant to this  Section only as provided in Section
4.2.

     Section 3.8 Disposition of Purchased Bonds.

        (a) Bonds to be Remarketed. Bonds purchased pursuant to puts as provided
in the Bonds or in lieu of redemption as provided in Section 3.7 will be offered
for sale by the Remarketing Agent as provided in this Section except as follows:

                                       24

<PAGE>

               (1) Bonds  purchased  pursuant to a put after  having been called
          for redemption  under a provision in the Bonds that does not permit or
          require the purchase in lieu of redemption will be cancelled.

               (2) Bonds called for redemption  under the  paragraphs  captioned
          "Mandatory  Redemption  Upon a Change in the Method of Determining the
          Interest  Rate on the Bonds" or "Mandatory  Redemption  for Failure to
          Replace  Letter of Credit"  in  Section 8 of the Bonds,  which are put
          between  the date  notice of  redemption  is given and the  redemption
          date, may be remarketed  before the redemption  date only if the buyer
          receives a copy of the redemption notice.

               (3) If a Letter of Credit is in effect,  Bonds  purchased in lieu
          of redemption under the paragraph captioned  "Mandatory  Redemption at
          the  Direction  of the Bank" in  Section  8 of the  Bonds  will not be
          remarketed,  but will be purchased with funds obtained by a drawing on
          the Letter of Credit,  and thereafter may be remarketed  only pursuant
          to subsection (4) below.

               (4) If a Letter of  Credit is in  effect,  Bonds  purchased  with
          funds  obtained  by a drawing  on the  Letter  of  Credit  will not be
          remarketed  until the  amount  available  to be drawn on the Letter of
          Credit has been  reinstated  by the amount of such  funds.  The Paying
          Agent will  register  such Bonds in the name of the Bank and will hold
          them in accordance with the Pledge Agreement.

               (5) Bonds will be offered for sale under this Section  during the
          continuance  of an Event of Default or an event which with the passage
          of time or the giving of notice or both may become an Event of Default
          only in the sole discretion of the Remarketing Agent.

               (6) Bonds  purchased by the Company with its own funds may not be
          remarketed  after 30 days  following the date of such purchase  unless
          there has been provided to the Issuer,  the Trustee,  the Paying Agent
          and the  Remarketing  Agent an Opinion  of Tax  Counsel  stating  that
          interest on the Bonds  continues to be excluded  from gross income for
          federal income tax purposes.

        (b) Remarketing Effort.  Except to the extent the  Company  directs  the
Remarketing  Agent not to do so, the  Remarketing  Agent will offer for sale and
use its best efforts to sell all Bonds to be sold as provided in subsection  (a)
above and, when directed by the Company, any Bonds held by the Company. Any sale
will be at the best obtainable  price.  If a Letter of Credit is in effect,  the
purchase  price may not be lower than the  principal  amount of the Bonds  being
sold plus accrued  interest less any amount  available to be drawn on the Letter
of Credit for remarketing  discount. If a Letter of Credit is not in effect, the
purchase  price may not be lower than the  principal  amount of the Bonds  being
sold plus accrued interest unless the Company consents orally or in writing to a
lower price.  The Company may direct the Remarketing  Agent from time to time to
cease and to resume  sales  efforts (if any) with  respect to some of or all the
Bonds,  and, if a Letter of Credit is in effect,  will notify the Bank if it has
so  directed  the  Remarketing  Agent.  The  Remarketing  Agent may,  but is not
obligated to, buy as principal  any Bonds to be offered under this Section.  The
Remarketing  Agent has no  obligation  to  purchase  any Bonds  except  from the
proceeds of a remarketing of such Bonds.

                                       25

<PAGE>

        (c) Notices  in  Respect of  Puts. As early as practicable but not later
than 10:45 A.M.,  New York City time,  on each  Business Day on which the Paying
Agent  receives a notice  from a  Bondholder  as  required  by the Bonds for the
Bondholder to put Bonds, the Paying Agent will notify the Remarketing Agent, the
Company  and,  if a Letter of  Credit is in  effect,  the  Bank,  by  telephone,
promptly  confirmed in writing,  of the principal  amount of Bonds being put and
send copies of the Bondholder's notice to the Remarketing Agent, the Company and
the Bank. On each day that Bonds are delivered to the Paying Agent pursuant to a
put, the Paying Agent will notify the Remarketing  Agent,  the Company and, if a
Letter of Credit is in effect,  the Bank by  telephone,  promptly  confirmed  in
writing.

        (d) Delivery  of  Remarketed  Bonds. The Paying Agent or the Remarketing
Agent will  deliver  Bonds sold by the  Remarketing  Agent under this Section to
their purchasers against payment in immediately available funds.

                                   ARTICLE IV
                  APPLICATION OF PROCEEDS AND PAYMENT OF BONDS

     Section 4.1 Application of Proceeds. The Trustee is directed on the date of
the issuance of the Bonds to transfer  the  proceeds  from the sale of the Bonds
($43,160,000)  to the 1992 Trustee for use in the  redemption of the 1992 Bonds.
The  Trustee is further  directed to  transfer  any  proceeds in excess of those
required to redeem the 1992 Bonds to Pittston Terminal.

     Section 4.2 Payments of Bonds.

        (a) There  is  created by the Issuer and established  with the Trustee a
Bond Fund. The Trustee will deposit in the Bond Fund the proceeds of any draw on
a Letter  of  Credit,  any  payments  received  by the  Trustee  under  the Loan
Agreement,  and any other amounts received by the Trustee for the payment of the
principal or purchase  price of and premium,  if any, and interest on the Bonds.
Money in the Bond Fund will be applied as set forth in  subsections  (b) and (c)
below  to the  payment  when  due of the  principal  and  purchase  price of and
premium,  if any, and  interest on the Bonds.  Until  applied for such  purpose,
money in the Bond Fund will be held by the  Trustee in trust for the  benefit of
the Bondholders.

        (b) If a Letter of Credit is in effect, the Trustee or the Paying  Agent
will make  payments of the  principal  of and  premium,  if any, and interest on
Bonds,  except for Bonds  bearing  interest at the Bank Rate,  and the  purchase
price  of  Bonds  purchased  pursuant  to a put or by the  Company  in  lieu  of
redemption, first, from the proceeds of the sale of the Bonds under Section 3.8,
except  proceeds  from  Bonds  sold to the  Issuer,  the  Company  or any of its
Partners,  Pittston  Terminal or the Parent Company;  second,  from moneys drawn
under a Letter of  Credit;  third,  from  moneys  (i) paid by the  Company,  the
Partners,  Pittston Terminal or the Parent Company to the Trustee,  (ii) held in
an account or subaccount in the Bond Fund in which no other moneys are held, and

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<PAGE>

(iii) which have so been on deposit  with the Trustee for at least one  calendar
year from their receipt by the Trustee during which period no Bankruptcy  Filing
has occurred  together with  investment  earnings on such moneys;  fourth,  from
proceeds from the issuance and sale of refunding bonds, if there is delivered to
the  Trustee  at the time of the  issuance  of such  bonds an opinion of counsel
experienced in bankruptcy matters to the effect that the use of such proceeds to
pay the  principal  of,  premium,  if any, or interest on the Bonds would not be
avoidable as  preferential  payments  under  Section 547 of the  Bankruptcy  Law
should the  Issuer,  the Company or any of the  Partners  become a debtor in any
proceeding  commenced under the Bankruptcy Law; and, last, from any other moneys
available to the Trustee.  However,  payment of principal,  premium, if any, and
interest  on (i)  Bonds  held  by the  Company,  any of the  Partners,  Pittston
Terminal,  the  Parent  Company or by the  Paying  Agent for the  account of the
Company,  any Partner,  Pittston Terminal or the Parent Company,  and (ii) Bonds
bearing  interest  at the Bank Rate,  will be paid only from the  first,  third,
fourth and last categories of moneys.  The proceeds of investments of any moneys
in any of these  categories  may be used to the  same  extent  as if the  moneys
invested could be used had they not been  invested.  Funds in each category will
be held in a separate  and  segregated  account in the Bond Fund and will not be
commingled with funds from the other categories or from any other source.

        (c) When  no  Letter  of  Credit  is  in  effect,  the Trustee will make
payments of principal of and premium,  if any, and interest on the Bonds and the
purchase  price of Bonds,  first,  from the  proceeds of the sale of Bonds under
Section 3.8,  and,  second,  from other moneys  available to the Trustee for the
purpose.  The proceeds of investments  of any moneys in any of these  categories
may be used to the same extent as if the moneys  invested could be used had they
not been invested.  All moneys referred to in clause first above will be held in
a separate and  segregated  account in the Bond Fund and will not be  commingled
with funds from the other  category or from any other source.  When no Letter of
Credit is in effect,  if the Trustee  does not have,  on the fifth  Business Day
before any payment with respect to the principal or purchase price of,  premium,
if any, or interest on the Bonds is to become due, sufficient funds available in
the Bond Fund to make such  payment,  the Trustee will give  telephonic  notice,
confirmed in writing, to the Company and the Parent Company of such deficiency.

        (d) The Trustee and the Paying Agent will provide the Remarketing  Agent
funds,  to the extent  available,  needed by the  Remarketing  Agent to purchase
Bonds pursuant to puts, and the Remarketing Agent will pay the purchase price of
Bonds  previously  delivered to it pursuant to puts. The Remarketing  Agent will
pay to the Paying  Agent  upon  receipt  the  proceeds  of sales of Bonds  under
Section 3.8 to the extent not needed by the Remarketing  Agent to purchase Bonds
pursuant to puts.

     Section 4.3 Investment of Moneys.

        (a) Except as otherwise provided in  this Indenture, any money  held  by
the Trustee or Paying Agent under this Indenture may be separately  invested and
reinvested by the Trustee or Paying Agent,  at the request of and as directed by
the Company,  in any of the  following  investments  which are at the time legal
investments  for public funds under the  Investment of Public Funds Act (Chapter
18, Title 2.1, Code of Virginia of 1950; as amended,  the "Investment  Act"), or
any subsequent provision of law applicable to such investments:

                                       27

<PAGE>

               (1) Bonds, notes and other evidences of indebtedness to which the
          full faith and credit of the  Commonwealth  is pledged for the payment
          of principal and interest or which are  unconditionally  guaranteed as
          to the payment of principal and interest by the Commonwealth;

               (2) Government Obligations;

               (3) Government Certificates;

               (4)  Bonds,  notes and other  evidences  of  indebtedness  of any
          county,  city, town,  district,  authority or other public body of the
          Commonwealth  which are rated in one of the two  highest  debt  rating
          categories by at least one of the Rating  Agencies,  without regard to
          any refinement or gradation of rating  category by numerical  modifier
          or otherwise;

               (5) Savings  accounts,  time deposits and certificates of deposit
          in any bank,  including the Trustee and its affiliates,  provided that
          the funds are secured in the manner required by the Virginia  Security
          for Public Deposits Act or any successor legislation and no deposit is
          made for more than five years;

               (6)  Obligations  of the  Export-Import  Bank,  the Farmers  Home
          Administration, the General Services Administration, the United States
          Maritime  Administration,   the  Small  Business  Administration,  the
          Government  National Mortgage  Association,  the Department of Housing
          and  Urban  Development,   and  the  Federal  Housing  Administration,
          provided such  obligations  represent the full faith and credit of the
          United States;

               (7)  Bonds,  notes  or other  evidences  of  indebtedness  of the
          Federal National Mortgage Association,  the Federal Home Loan Mortgage
          Corporation,  the Federal  Home Loan Bank and the Federal  Farm Credit
          Bank;

               (8) Commercial paper issued by corporations,  including banks and
          bank holding companies,  organized under the laws of the United States
          or any of its  states  which is rated by  Moody's  Investors  Service,
          Inc., or its successor,  within its NCO/Moody's  rating of prime 1 and
          by Standard & Poor's,  Inc.,  or its  successor,  within its rating of
          A-1,  and which  matures  not more than 270 days after the date of its
          purchase;

               (9) Corporate notes with a rating of at least Aa by Moody's or AA
          by Standard & Poor's with a maturity of not more than five years;

               (10) Bankers'  acceptances,  as permitted by the Investment  Act,
          with banks rated in one of the two highest debt rating  categories  by
          at least one of the Rating Agencies,  without regard to any refinement
          or  gradation  of  the  rating  category  by  numerical   modifier  or
          otherwise; and

                                       28

<PAGE>

               (11) Such other investments as may be permitted by the Investment
          Act provided the  investments are rated in one of the two highest debt
          rating  categories  by at least one of the  Rating  Agencies,  without
          regard to any  refinement  or  gradation  of the  rating  category  by
          numerical modifier or otherwise.

          (b) Any  investments described in  subsection (a) may  be purchased by
the Trustee or the Paying  Agent  pursuant to a  repurchase  agreement  with any
bank, savings  institution or trust company,  excluding the Trustee,  the Paying
Agent and their affiliates, which is rated "A" or better by both Rating Agencies
and which is insured by the Federal Deposit Insurance  Corporation,  or with any
broker-dealer  with retail customers which falls under the Securities  Investors
Protection Corporation protection.  Such repurchase agreement will be considered
a  purchase  of the  investments  even if  title  to  and/or  possession  of the
investments is not transferred to the Trustee or the Paying Agent so long as (i)
the repurchase obligation is collateralized by the investments themselves,  (ii)
the investments have a fair market value determined at least once every fourteen
days at least equal to the amount invested in the repurchase agreement,  and any
failure to maintain the fair market value of the  investments at such level will
require the Trustee or the Paying Agent to give notice to the other party to the
agreement  to correct the  deficiency  and if not  corrected  to  liquidate  the
collateral, (iii) the investments are held by the Trustee or the Paying Agent or
an agent acting for the Trustee or the Paying Agent,  (iv) the  investments  are
not  subject  to liens or  claims of third  parties,  (v) a  perfected  security
interest under the Uniform  Commercial Code of Virginia or book entry procedures
prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq., as amended, in
the  investments  is created  for the benefit of the  Bondholders,  and (vi) the
repurchase agreement is for a term of not longer than six months.

          (c) Investments in a money market fund or in the shares  of any  other
management type investment  company  registered under the Investment Company Act
of 1940, the investments of which fund or company are exclusively in obligations
or securities  described in subsections  (2), (3) or (6) of subsection (a), will
be considered investments in obligations described in such subsections.

          (d) Notwithstanding anything in this Indenture to the contrary, moneys
held by the Trustee or the Paying Agent which are proceeds of a drawing  under a
Letter of Credit  will (i) not be  invested  or (ii)  will be  invested  only in
Government Obligations or Government Certificates if the Trustee has received an
Opinion of Tax Counsel  that such  investment  will not impair the  exclusion of
interest on the Bonds from gross income for federal income tax purposes.

          (e) The Trustee or Paying Agent may make investments permitted by this
Article  through its own bond  department or the bond  department of any bank or
trust company under common control with the Trustee or Paying Agent. Investments
will be made so as to mature or be  subject to  redemption  at the option of the
holder  on or  before  the  date or dates  that  the  Trustee  or  Paying  Agent
anticipates that moneys from the investments will be required.  Investments will

                                       29

<PAGE>

be  registered  in the name of the Trustee or Paying  Agent and held by or under
the control of the Trustee.  The Trustee or Paying Agent will sell and reduce to
cash a sufficient amount of investments whenever the cash held by the Trustee or
Paying  Agent  is  insufficient.  The  Issuer  agrees  for  the  benefit  of the
Bondholders  that moneys held by the Trustee or the Paying  Agent in  connection
with the Bonds, whether or not such moneys were derived from the proceeds of the
sale of the Bonds, will not be used in a manner which will cause the Bonds to be
classified  as  arbitrage  bonds  within the meaning of Section 148 of the Code.
Pursuant to such agreement, the Issuer will comply with the requirements of that
Section.

     Section 4.4 Moneys Held in Trust.  Subject to Section  4.1, all moneys held
by the Trustee or the Paying  Agent for any payment on the Bonds will be held in
trust for the benefit of the  Bondholders.  Money  received  by the  Remarketing
Agent or  Paying  Agent  from the sale of a Bond  under  Section  3.8 or for the
purchase of a Bond will be held  segregated  from other funds of the Remarketing
Agent or Paying Agent in trust for the benefit of the person from whom such Bond
was purchased and will not be invested.

                                   ARTICLE V
                  LETTER OF CREDIT AND PARENT COMPANY GUARANTY

     Section 5.1 Requirements for Letter of Credit.

        (a) Any Letter of Credit must be an irrevocable,  direct  pay  letter of
credit or other credit facility issued by a commercial bank,  insurance  company
or other entity providing for direct payments to or upon the order of the Paying
Agent, as agent for the Trustee, of amounts up to (i) the principal of the Bonds
when due, upon acceleration,  redemption,  purchase pursuant to a put or in lieu
of redemption or otherwise and (ii) 210 days' interest on the Bonds at a maximum
annual rate of 12%. The term of the Letter of Credit must begin on the first day
of a month and end 15 days after an Interest  Payment  Date that is at least one
year later.  The Letter of Credit will provide that,  when there is a drawing to
pay interest  (except for interest on a Bond the principal  portion of which has
been paid) the amount available to be drawn will  automatically be reinstated by
the amount of the  drawing.  The  Letter of Credit  must be  accompanied  by the
opinions  described in subsection  (c) below.  Notwithstanding  anything in this
Indenture to the contrary,  if the Initial Fixed Rate or a Fixed Rate will be in
effect during the term of the Letter of Credit,  (i) the Company may not furnish
a Letter of Credit with a stated  expiration date earlier than 15 days after the
first  date on which  the  Bonds  may be  optionally  redeemed  pursuant  to the
paragraph captioned "Optional  Redemption at a Premium During Initial Fixed Rate
Period and Fixed  Rate  Period"  in  Section 8 of the  Bonds,  (ii) any  maximum
interest  rate in respect of which  draws for  interest  may be made will not be
less than the Initial  Fixed Rate or the Fixed Rate,  as  applicable,  (iii) the
Letter  of  Credit  must  permit  the  Paying  Agent to draw  under it an amount
sufficient  to pay any  premium  which  would  be due on the  Bonds  upon  their
optional  redemption  on the Interest  Payment Date  immediately  preceding  the
expiration  date of the Letter of Credit,  and (iv) the Letter of Credit must be
accompanied  by an irrevocable  instruction  from the Company to the Trustee and
the Paying Agent to optionally  redeem or purchase in lieu of redemption  all of
the Bonds on the Interest Payment Date immediately preceding the expiration date
of the Letter of Credit if the Company does not replace the  expiring  Letter of
Credit with another Letter of Credit.

                                       30

<PAGE>


        Alternate  Letter of Credit.  Any Letter of Credit may be replaced  with
an irrevocable, direct pay letter of credit or other credit facility issued by a
commercial  bank,  insurance  company or other entity with terms in all respects
material to the Bondholders  the same (except for the term and maximum  interest
rate set  forth in such  Letter of  Credit)  as in the  Letter  of Credit  being
replaced.  Notwithstanding  anything in this  Indenture to the contrary,  if the
Initial  Fixed  Rate or a Fixed  Rate will be in effect  during  the term of the
Letter of Credit, (i) the Company may not furnish a replacement Letter of Credit
with a stated  expiration  date earlier than the stated  expiration  date in the
Letter of Credit then in effect and (ii) any maximum interest rate in respect of
which draws for interest  may be made will not be less than such Fixed Rate.  If
the replacement  Letter of Credit is from an issuer other than the issuer of the
existing  Letter of Credit and is replacing the existing Letter of Credit before
the end of its term,  the Company must  furnish the Trustee,  before the term of
the  replacement  Letter of Credit  begins,  written  evidence  from each Rating
Agency  having a rating  in effect  for the Bonds  that the  Rating  Agency  has
reviewed the proposed  replacement  Letter of Credit and that its replacement of
the  existing  Letter of Credit  will not by itself  result in a  withdrawal  or
reduction of the Rating Agency's current rating for the Bonds.

     If a Fixed Rate will be in effect  during the term of the Letter of Credit,
the  Company  may  provide a Letter of Credit (a  "Gross-Up  Letter of  Credit")
meeting all of the requirements  described in the preceding  paragraph and which
is in an amount equal to the  aggregate of all payments of  principal,  interest
and premium, if any, payable on the Bonds during the Fixed Rate Period.

     The Company will promptly  notify the Trustee of its intention to deliver a
replacement  Letter of Credit.  Upon receipt of such notice,  if the replacement
Letter of Credit is issued by an issuer  other than the  issuer of the  existing
Letter of Credit,  the Trustee will promptly prepare,  and the Paying Agent will
promptly mail, a notice of the anticipated delivery of the replacement Letter of
Credit  by first  class  mail to the  Issuer,  the  Remarketing  Agent  and each
Bondholder at the holder's registered address.

        (b) Opinions of Counsel.  Any Letter of Credit  delivered  to the Paying
Agent,  as agent of the Trustee,  must be  accompanied  by (i) an Opinion of Tax
Counsel or  Opinions of Counsel and Tax  Counsel  stating  that  delivery of the
Letter of Credit is authorized  under this Indenture and complies with its terms
and will not adversely  affect the exclusion of interest on the Bonds from gross
income for federal  income tax  purposes,  and (ii) an Opinion of Counsel to the
issuer or provider of such Letter of Credit  stating  that such Letter of Credit
is a legal, valid, binding and enforceable obligation of such issuer or provider
in accordance with its terms, subject to customary qualifications.

     Section 5.2 Pledge of Certain Payments.  At any time the Company may pledge
all or a specified portion of the payments under the Throughput Agreement to pay
the principal of and interest and premium, if any, on the Bonds.

                                       31

<PAGE>

     Section 5.3 Draws. If a Letter of Credit is in effect,  whenever any amount
is payable on the Bonds or for their  purchase as provided in this  Indenture or
the Bonds, the Paying Agent, as agent of the Trustee, will draw on the Letter of
Credit, to the extent necessary,  to make such timely payment in accordance with
this  Indenture  and the Bonds.  In drawing on the Letter of Credit,  the Paying
Agent,  as agent of the Trustee,  will be acting on behalf of the Bondholders by
facilitating  payment  of their  Bonds and not on  behalf  of the  Issuer or the
Company and will not be subject to the control of either.

     If a Letter of Credit is in effect,  upon  receipt of notice  from the Bank
pursuant to the paragraph  captioned  "Mandatory  Redemption at the Direction of
the  Bank"  in  Section  8 of the  Bonds,  the  Paying  Agent  will  as  soon as
practicably  possible  draw on the  Letter of  Credit in an amount  equal to the
principal  amount of the Bonds to be purchased,  accrued interest on such Bonds,
plus  interest at the maximum  rate  permitted  by the Letter of Credit from the
date of the drawing to the redemption  date. On the redemption  date, the Paying
Agent will  return to the Bank the amount  drawn to pay  interest  on such Bonds
which is in excess of the  amount  that has been  used to pay  interest  on such
Bonds.

     If a Letter of Credit is in effect, upon receiving notice of a put, or upon
the date Bonds are to be  purchased  by the Company in lieu of  redemption,  the
Paying  Agent  will,  not later than 10:30  A.M.,  New York City time,  commence
procedures  to draw on the  Letter  of  Credit  on the date  fixed  for any such
purchase.  In either  case,  if, by 11:45 A.M.,  New York City time,  the Paying
Agent has not  received  remarketing  proceeds  from the sale of the Bonds which
have been remarketed or notice from the  Remarketing  Agent that the Remarketing
Agent has received remarketing proceeds,  the Paying Agent will immediately draw
on the  Letter of Credit to the end that  immediately  available  funds  will be
provided on such date from such draw to pay the purchase price.

     Section 5.4 Parent Company Guaranty. At the time of the initial issuance of
the Bonds,  the Parent  Company will  deliver to the Trustee the Parent  Company
Guaranty.

                                   ARTICLE VI
                                    COVENANTS

     Section 6.1 Payment of Bonds. The Issuer will promptly pay the principal of
and interest on the Bonds on the dates and in the manner  provided in the Bonds,
but only from the  amounts  assigned  to and held by the  Trustee  or the Paying
Agent under this Indenture.

     Section 6.2 Further  Assurances.  The Issuer will  execute and deliver such
supplemental indentures and such further instruments,  and do such further acts,
as the Trustee may  reasonably  require for the better  assuring,  assigning and
confirming  to the Trustee the amounts  assigned  under this  Indenture  for the
payment of the Bonds.


                                       32

<PAGE>

                                  ARTICLE VII
                             DISCHARGE OF INDENTURE

     Section 7.1 Bonds Deemed Paid;  Discharge  of  Indenture.  Any Bond will be
deemed paid for all purposes of this Indenture when (i) payment of the principal
of and  interest  on the Bond to the due  date of such  principal  and  interest
(whether  at  maturity,  upon  redemption  or  otherwise)  or the payment of the
purchase  price  either  (1) has been made in  accordance  with the terms of the
Bonds or (2) has been  provided  for by  depositing  with the Trustee (A) moneys
sufficient  to make such payment  (provided  that while a Letter of Credit is in
effect, such moneys will be from the first,  second, third and fourth categories
of moneys as described in Section  4.2(b)) and/or (B) Government  Obligations or
Government  Certificates  (provided  that while a Letter of Credit is in effect,
such Government Obligations or Government  Certificates will have been purchased
with moneys described in the parenthetical provisions of clause (A) or will have
been on deposit  with the  Trustee in a separate  and  segregated  account for a
period of one  calendar  year from their  receipt by the  Trustee  during  which
period a  Bankruptcy  Filing has not  occurred)  maturing  as to  principal  and
interest in such  amounts and at such times as will insure the  availability  of
sufficient  moneys to make such payment,  and (ii) all compensation and expenses
of the Trustee  pertaining to each Bond in respect of which such deposit is made
have been paid or provided  for to the  Trustee's  satisfaction.  When a Bond is
deemed paid it will no longer be secured by or entitled to the  benefits of this
Indenture  or the Parent  Company  Guaranty or be an  obligation  of the Issuer,
except  for  payment  from  moneys,   Government   Obligations   or   Government
Certificates under (i)(2) above and except that it may be put if and as provided
in the Bonds and it may be transferred,  exchanged, registered,  discharged from
registration or replaced as provided in Article II.

     Notwithstanding  the  foregoing,  upon the  deposit of funds  under  clause
(i)(2) of the first paragraph of this Section,  payment of the purchase price of
put Bonds will be made from the sale of Bonds under  Section  3.8  (except  from
proceeds from Bonds sold to the Issuer,  Pittston Terminal,  the Parent Company,
the Company or any of its Partners) or, if a Letter of Credit is in effect, from
moneys drawn under the Letter of Credit.  If payment of such  purchase  price is
not made from the above  sources,  payment  will be made from  funds on  deposit
pursuant to this Section,  in which case such Bonds will be  surrendered  to the
Trustee and cancelled.

     Notwithstanding the foregoing,  no deposit under clause (i)(2) of the first
paragraph  of this  Section  will be  deemed a payment  of a Bond  until (x) the
Company has  furnished  the Trustee an Opinion of Tax Counsel  stating  that the
deposit of such cash, Government Obligations or Government Certificates will not
cause the Bonds to become  "arbitrage  bonds" under  Section 148 of the Code and
(y) notice of redemption of the Bond is given in accordance with Article III and
the Bond, or, if the Bond is not to be redeemed or paid within the next 60 days,
until the Company has given the Trustee,  in form  satisfactory  to the Trustee,
irrevocable  instructions (A) to notify,  as soon as practicable,  the holder of
the Bond,  in accordance  with Article III, that the deposit  required by clause
(i)(2) of the first paragraph of this section has been made with the Trustee and
that the Bond is deemed to be paid under this  Article and stating the  maturity
or redemption  date upon which moneys are to be available for the payment of the
principal of the Bond,  and, (B) if the Bond is to be redeemed rather than paid,
to give notice of the redemption in accordance with Article III and the Bonds.

                                       33

<PAGE>

     When all outstanding  Bonds are deemed paid under the foregoing  provisions
of this Section,  the Trustee will upon request acknowledge the discharge of the
lien of this Indenture,  provided, however that the obligations relating to puts
as  provided  in the Bonds and  obligations  under  Article II in respect of the
transfer, exchange, registration, discharge from registration and replacement of
Bonds will survive the discharge of the lien of the Indenture.

     No deposit  will be made or  accepted  and no use made of any such  deposit
which  would  cause any Bonds to be  treated  as  "arbitrage  bonds"  within the
meaning of Section 148 of the Code.

     Section 7.2  Application  of Trust  Money.  The Trustee  will hold in trust
cash,  Government  Obligations  or  Government  Certificates  deposited  with it
pursuant to the  preceding  Section and will apply the  deposited  money and the
money from the Government Obligations and Government  Certificates in accordance
with this  Indenture only to the payment of principal of,  premium,  if any, and
interest on the Bonds and to the payment of the  purchase  price of Bonds put by
holders.

     Section 7.3 Repayment to Bank and Company. The Trustee will promptly pay to
the Company upon request any excess money or  securities  held by the Trustee at
any time under  this  Article  and any money  held by the  Trustee or the Paying
Agent under any  provision  of this  Indenture  for the payment of  principal or
interest or for the  purchase  of Bonds that  remains  unclaimed  for two years;
provided  that if a Letter of Credit is in effect and the Bank  gives  notice to
the Company and the Trustee that any Partner, Pittston Coal Terminal Corporation
or the Parent Company owes money to the Bank in connection with the transactions
contemplated by this Indenture and the Letter of Credit, the Trustee will pay to
the Bank such entity's Company Share (as defined in the Throughput Agreement and
calculated as of the date such money or securities  were  deposited  pursuant to
this  Article,  and as specified by the Bank in its notice) of the money held by
the Trustee, and the remainder will be paid to the Company.

                                  ARTICLE VIII
                              DEFAULTS AND REMEDIES

     Section  8.1  Events  of  Default.  An  "Event  of  Default"  is any of the
following:

        (a) (i)  There  is a default in the payment  when due of interest on any
Bond (except a Bond bearing interest at the Bank Rate).

        (b) There  is  a  default in  the  payment of the  principal of any Bond
(except a Bond bearing  interest at the Bank Rate) when due, at  maturity,  upon
acceleration or redemption or otherwise.


                                       34

<PAGE>

        (c) There is  a default in the payment of the purchase price of any Bond
put by its holder  pursuant to the terms of the Bond and the  default  continues
for five days after the Company  receives notice of the default from the Trustee
or the Remarketing Agent.

        (d) If  when  no  Letter  of  Credit is in effect,  the Issuer  fails to
perform any of its  agreements in this  Indenture or the Bonds (except a failure
that results in an Event of Default  under  subsections  (a), (b) or (c) above),
the  performance  of which  is  material  to the  Bondholders,  and the  failure
continues after the notice and for the period specified in this Section.

        (e) If  when  no  Letter  of  Credit is in effect,  the Company fails to
perform  any of its  agreements  in the Loan  Agreement  (except a failure  that
results in an Event of Default under subsections (a), (b) or (c) of this Section
or a failure under Section 6.3 or Section 6.4 of the Loan Agreement, relating to
the  impairment  of the exclusion of interest on the Bonds from gross income for
federal income tax purposes), and the failure continues after the notice and for
the period specified in this Section, provided that such a failure (other than a
failure to perform an agreement in Section 6.1 of the Loan  Agreement,  relating
to maintenance of the Company's existence) is not an Event of Default if it is a
result of any cause or event not reasonably within the Company's control.

        (f) If when neither a Letter of Credit nor the Parent  Company  Guaranty
is in effect,  the Company  pursuant to or within the meaning of any  Bankruptcy
Law (i) commences a voluntary  case,  (ii) consents to the entry of an order for
relief against it in an involuntary case, (iii) consents to the appointment of a
Custodian for the Company or any substantial part of its property, or (iv) makes
a general assignment for the benefit of its creditors.

        (g) If when neither a Letter of Credit nor the Parent  Company  Guaranty
is in effect, a court of competent  jurisdiction enters an order or decree under
any  Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian for the Company or any  substantial  part of its
property,  or (iii) orders the winding up or liquidation of the Company, and the
decree or order remains unstayed and in effect for 60 days.

        (h) If when a Letter of Credit is in effect, the Trustee receives notice
from the Bank that (i) an "Event of Default" has occurred and is  continuing  as
defined in the  reimbursement  agreement  pursuant to which the Letter of Credit
was issued and (ii) the notice is given  pursuant to this Section  8.1(h) of the
Indenture.

        (i) If the Parent Company Guaranty  is in  effect,  the  occurrence  and
continuation of an "Event of Default" under the Parent Company Guaranty.

          A default under subsections (d), (e) or (i) of this Section (except an
     Event of Default under  subsection  (i) arising as a result of an "Event of
     Default" under Section 8(d) or 8(e) of the Parent Company  Guaranty) is not
     an Event of Default  until the  Trustee  or the  holders of at least 25% in
     principal amount of the Bonds then outstanding give the Issuer, the Company
     and the Parent Company a notice  specifying the default,  demanding that it
     be remedied and stating  that the notice is a "Notice of Default,"  and the

                                       35

<PAGE>

     Issuer or the Company (if the default is under subsection (d)), the Company
     (if the default is under  subsection  (e)),  or the Parent  Company (if the
     default is under  subsection  (i)) does not cure the default within 60 days
     after  receipt of the notice,  or within  such  longer  period to which the
     Trustee  agrees.  The Trustee  will not  unreasonably  refuse to agree to a
     longer  period if the default  cannot  reasonably  be cured  within 60 days
     after  receipt  of the  notice and the  Issuer,  the  Company or the Parent
     Company has begun within 60 days and continued  diligent efforts to correct
     the default.  The Issuer  authorizes  the Company or the Parent  Company to
     perform,  in the name and on behalf of the  Issuer  and for the  purpose of
     preventing  the  occurrence  of an Event of Default,  any  agreement of the
     Issuer in this Indenture or the Bonds.

     Section 8.2  Acceleration.  If an Event of Default under  subsection (h) of
Section 8.1 occurs and is continuing,  the principal and accrued interest to the
date of  acceleration on the Bonds will become due and payable  immediately.  If
any other Event of Default  occurs and is  continuing,  the Trustee by notice to
the Issuer and the Company,  or the holders of at least 25% in principal  amount
of the Bonds then  outstanding  by notice to the  Issuer,  the  Company  and the
Trustee,  (except for an Event of Default under subsection (f) or (g) of Section
8.1,  for which a  declaration  can be made  without any notice) may declare the
principal  of  and  accrued  interest  on  the  Bonds  to  be  due  and  payable
immediately.  If a Letter of Credit is in effect and the Event of Default is not
under  subsection  (h) of Section  8.1 and is not the result of a failure by the
Bank to honor a draw on the Letter of Credit and if the  Trustee  believes  that
failure to draw  immediately  on the Letter of Credit is not likely to prejudice
the Bondholders'  interest, the Trustee will not declare the Bonds to be due and
payable  without  first  obtaining  the  Bank's  consent.  Upon  the  date  that
acceleration  is declared,  the  principal of and accrued  interest on the Bonds
will be due and  payable  immediately,  and, if a Letter of Credit is in effect,
the Paying Agent, as agent of the Trustee,  will draw on the Letter of Credit on
such  date to pay the  principal  of and  accrued  interest  on the  Bonds.  All
interest on the Bonds will cease to accrue as of the date of such  acceleration.
The Trustee will  immediately  prepare,  and the Paying  Agent will  immediately
mail,  notice of acceleration to the Bondholders.  The Trustee may, and upon the
request  of  holders  of a  majority  in  principal  amount  of the  Bonds  then
outstanding  will,  rescind an acceleration and its consequences if all existing
Events of  Default  have  been  cured or  waived,  if the  rescission  would not
conflict  with any  judgment or decree,  if all payments due the Trustee and any
predecessor  Trustee under Section 9.6 have been made,  and if, when a Letter of
Credit is in effect, the Bank consents and the Letter of Credit is reinstated up
to the full amount available under it immediately before such Event of Default.

     Section 8.3 Remedies  During Certain Fixed Rate Periods and Other Remedies.
If an Event of Default  occurs and is  continuing  at any time,  the Trustee may
pursue any  available  remedy by  proceeding  at law or in equity to collect the
principal  of or  interest  on the Bonds or to enforce  the  performance  of any
provision of the Bonds, this Indenture,  the Loan Agreement,  the Parent Company
Guaranty or any Letter of Credit.

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


                                       36

<PAGE>

     Notwithstanding  anything in this Indenture to the contrary, if there is in
effect a Gross-Up Letter of Credit and if any Event of Default under subsections
(a), (b), (c) or (h) of Section 8.1 occurs and is  continuing,  the Trustee will
draw on the Gross-Up Letter of Credit in an amount equal to the sum of the total
principal amount of the Bonds and all interest to accrue on them to the last day
of the Fixed Rate  Period.  The Trustee will hold such amount for the benefit of
the  Bondholders  and will make principal and interest  payments on the Bonds as
they become due.  Such funds will be invested as permitted in the Opinion of Tax
Counsel delivered with the Gross-Up Letter of Credit.

     Section 8.4 Waiver of Past Defaults. The holders of a majority in principal
amount  of the  Bonds  then  outstanding  together,  if a Letter of Credit is in
effect,  with the Bank by notice to the Trustee  may waive an existing  Event of
Default and its  consequences if the Letter of Credit,  if any, is reinstated up
to the full amount available under it immediately  before such Event of Default.
When an Event of  Default is waived,  it is cured and stops  continuing,  but no
such waiver will  extend to any  subsequent  or other Event of Default or impair
any right consequent to it.

     Section 8.5  Control by  Majority.  The holders of a majority in  principal
amount of the Bonds then  outstanding  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 it.  However,  the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or, subject to
Section 9.1, that the Trustee  determines is unduly prejudicial to the rights of
other Bondholders, or would involve the Trustee in personal liability.

     Section 8.6  Limitation  on Suits.  A Bondholder  may not pursue any remedy
with  respect to this  Indenture  or the Bonds  unless (i) the holder  gives the
Trustee notice stating that an Event of Default is continuing,  (ii) the holders
of at least 25% in principal amount of the Bonds then outstanding make a written
request to the Trustee to pursue the remedy,  (iii) such holder or holders offer
to the Trustee indemnity satisfactory to the Trustee against any loss, liability
or expense, and (iv) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity.

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

     Section 8.7 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 a Bond, on or after the due dates  expressed in the
Bond,  or the purchase  price of a Bond on or after the date for its purchase as
provided in the Bond, or to bring suit for the  enforcement  of any such payment
on or after such dates,  will not be impaired or affected without the consent of
the holder.


                                       37

<PAGE>

     Section  8.8  Collection  Suit by  Trustee.  If an Event of  Default  under
subsections (a), (b) or (c) of Section 8.1 occurs and is continuing, the Trustee
may recover  judgment in its own name and as trustee of an express trust against
the  Company  or, if a Letter of  Credit  is in  effect,  the Bank for the whole
amount remaining unpaid.

     Section 8.9  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  Bondholders  allowed in any
judicial  proceedings  relative  to the  Company or, if a Letter of Credit is in
effect,  the Bank,  their creditors or their 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.

     Section 8.10 Priorities. If the Trustee collects any money pursuant to this
Article, it will pay out the money in the following order:

             FIRST: To the Trustee for  amounts  to which it is  entitled  under
     Section  9.6, but the Trustee may not pay itself for such amount from money
     drawn under a Letter of Credit.

             SECOND: To Bondholders for  amounts due and unpaid on the Bonds for
     principal  and  interest,  ratably,  without  preference or priority of any
     kind,  according to the amounts due and payable on the Bonds for  principal
     and interest, respectively.

             THIRD: To  the  Company  or, if a Letter of Credit is in effect, to
     the Bank as described in Section 7.3.

     The Trustee may fix a payment date for any payment to the Bondholders.

     Section 8.11  Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this  Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee,  a court in its discretion may require
the filing by any party  litigant in the suit of an undertaking to pay the costs
of the suit,  and the  court in its  discretion  may  assess  reasonable  costs,
including  reasonable  attorneys' fees,  against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a holder  pursuant  to Section  8.7, or a suit by holders of more than 10% in
principal amount of the Bonds then outstanding.

                                   ARTICLE IX
                  TRUSTEE, REMARKETING AGENT AND INDEXING AGENT

     Section 9.1 Duties of Trustee.

        (a) If  an  Event of Default has occurred and is continuing, the Trustee
will exercise its rights and powers 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 such person's own affairs.


                                       38

<PAGE>

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

               (1)  the  Trustee   need  perform  only  those  duties  that  are
        specifically set forth in this Indenture and no others, and

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

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

               (1) (this  subsection does not limit the effect of subsection (b)
        of this Section,

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

               (3) the Trustee  will not be liable with respect to any action it
        takes or  omits to take  in good faith in  accordance  with a  direction
        received by it pursuant to Section 8.5, and

               (4) no provision of this Indenture requires the Trustee to expend
        or risk its own funds  or  otherwise  incur any  financial  liability in
        the  performance  of  any of its rights or powers,  if it has reasonable
        grounds   for   believing  that  repayment  of such  funds  or  adequate
        indemnity against such risk or liability is not  reasonably  assured  to
        it.

        (d) Every provision of this  Indenture  that in any way  relates  to the
Trustee is subject to all the subsections of this Section.

        (e) The Trustee  may refuse to perform any duty or exercise any right or
power  unless  it  receives  indemnity  satisfactory  to it  against  any  loss,
liability or expense,  but the Trustee may not require  indemnity as a condition
to declaring  the  principal of and interest on the Bonds to be due  immediately
under Section 8.2 or to drawing on any Letter of Credit.

        (f) The Trustee will not be liable for  interest  on any cash held by it
except as the  Trustee may agree with the Company or the Issuer with the consent
of the Company.

        (g) The Trustee may rely on a Company Representative's certificate as to
whether a Bankruptcy Filing has occurred.


                                       39

<PAGE>


     Section 9.2 Rights of Trustee. Subject to Section 9.1:

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

        (b) Before the  Trustee  acts or  refrains from acting, it may require a
certificate of an  appropriate  officer or officers of the Issuer or the Company
or an Opinion of Counsel. The Trustee will not be liable for any action it takes
or omits to take in good  faith in  reliance  on the  certificate  or Opinion of
Counsel.

        (c) The Trustee may act through  agents or  co-trustees  and will not be
responsible  for  the  misconduct  or  negligence  of any  agent  or  co-trustee
appointed with due care.

     Section 9.3 Individual Rights of Trustee.  The Trustee in its individual or
any other  capacity  may become the owner or pledgee of Bonds and may  otherwise
deal with the Issuer or with the Company,  its Partners,  Pittston Coal Terminal
Corporation,  the Parent  Company or their  affiliates  with the same  rights it
would have if it were not  Trustee.  Any paying  agent may do the same with like
rights.

     Section 9.4 Trustee's Disclaimer. The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Bonds,  is not accountable for
the use of the  proceeds  from the  Bonds  paid by it to the  Company  or at the
Company's direction, and is not responsible for any statement in the Bonds other
than its certificate of authentication.

     Section 9.5 Notice of Defaults. If an event occurs which with the giving of
notice or lapse of time or both would be an Event of  Default,  and if the event
is  continuing  and the Trustee has actual  knowledge  or has  received  written
notice of such event,  the Trustee will mail to each Bondholder and, if a Letter
of Credit is in  effect,  the Bank  notice of the event  within 90 days after it
occurs. Except in the case of a default in payment or purchase on any Bonds, the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers  in  good  faith  determines  that  withholding  the  notice  is in the
interests of Bondholders.

     Section 9.6  Compensation  and Indemnity of Trustee.  For acting under this
Indenture,  the Trustee will be entitled to payment of  reasonable  fees for its
services  and  reimbursement  of  advances,  counsel  fees  and  other  expenses
reasonably and  necessarily  made or incurred by the Trustee in connection  with
its services under this Indenture.

     To secure the payment or  reimbursement to the Trustee provided for in this
Section,  the  Trustee  will  have a senior  claim,  to which the Bonds are made
subordinate,  on all money or property held or collected by the Trustee,  except
that held under  Article VII or otherwise  held in trust to pay the principal or
purchase price of or interest on particular Bonds and except amounts drawn under
a Letter of Credit.

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<PAGE>

     The Company has agreed in the Loan Agreement, upon its terms and conditions
and subject to its limitations, including the limitation on the liability of the
Partners,  to  indemnify  the Trustee and the Paying Agent for, and to hold them
harmless against,  any loss, liability or expense incurred without negligence or
bad faith on their part,  arising out of or in connection with the acceptance or
administration  of this trust,  including  the costs and  expenses of  defending
themselves  against any claim or  liability in  connection  with the exercise or
performance of any of their powers or duties under this Indenture.

     Section 9.7  Eligibility  of  Trustee.  This  Indenture  will always have a
Trustee that is a corporation organized and doing business under the laws of the
United States or any state or the District of Columbia, is authorized under such
laws  to  exercise   corporate  trust  powers,  is  subject  to  supervision  or
examination by United  States,  state or District of Columbia  authority,  has a
combined  capital and surplus of at least  $100,000,000 as set forth in its most
recent  published  annual  report of condition,  and is otherwise  qualified and
eligible under the Act.

     Section 9.8 Replacement of Trustee. The Trustee may resign by notifying the
Issuer and the  Company.  The holders of a majority in  principal  amount of the
Bonds then  outstanding  may remove the Trustee by notifying the removed Trustee
and may appoint a successor Trustee with the Issuer's, the Company's,  and, if a
Letter of Credit is in effect,  the Bank's  consent.  The Issuer may, and at the
request of the  Company,  with the approval of the Bank if a Letter of Credit is
in effect,  will,  remove the  Trustee if (i) the  Trustee  fails to comply with
Section 9.7,  (ii) the Trustee is adjudged a bankrupt or an  insolvent,  (iii) a
receiver or other public officer takes charge of the Trustee or its property, or
(iv) the Trustee otherwise becomes incapable of acting.

     If the Trustee  resigns or is removed or if a vacancy  exists in the office
of the Trustee for any reason, the Issuer,  with the consent of the Company and,
if a Letter of Credit is in effect,  the Bank, will promptly appoint a successor
Trustee.

     A successor Trustee will deliver a written acceptance of its appointment to
the retiring Trustee,  the Issuer,  and, if a Letter of Credit is in effect, the
Bank, which acceptance will state that the successor  Trustee agrees to be bound
by the terms of this Indenture.  Immediately  thereafter,  the retiring  Trustee
will transfer all property held by it as Trustee to the successor  Trustee,  the
resignation or removal of the retiring  Trustee will then (but only then) become
effective, and the successor Trustee will have all the rights, powers and duties
of the Trustee under this Indenture.

     If a  successor  Trustee  does not take  office  within  60 days  after the
retiring Trustee resigns or is removed,  the retiring Trustee,  the Issuer,  the
Company,  the  holders  of a  majority  in  principal  amount of the Bonds  then
outstanding,  or, if a Letter of Credit is in effect,  the Bank may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with the foregoing Section,  the Issuer, the
Company,  any  Bondholder  or, if a Letter of Credit is in effect,  the Bank may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


                                       41

<PAGE>

     Section 9.9  Appointment  and Duties of Remarketing  Agent.  At the written
request of the Company and, if a Letter of Credit is in effect, with the written
consent of the Bank, the Issuer will, in a written notice to the Trustee and the
Paying Agent,  appoint a Remarketing  Agent.  During any period of time that the
Bonds bear interest at a Short Term Rate,  there must be a Remarketing  Agent in
place.  The  Remarketing  Agent  will set the  interest  rates on the  Bonds and
perform the other duties  provided for in Section 2.2,  will  remarket  Bonds as
provided in Section 3.8 and will  purchase  such Bonds as provided in the Bonds,
but only from the sources described in Section 4.2. The Remarketing Agent has no
obligation to purchase  Bonds except from the proceeds of a remarketing  of such
Bonds. The Remarketing  Agent will act as agent of the Paying Agent for purposes
of holding  Bonds,  the purchase price of which have been paid by a drawing on a
Letter of Credit, for the benefit of the Bank. There may be separate Remarketing
Agents for these three functions.  The Remarketing Agent may for its own account
or as broker or agent for  others  deal in Bonds and may do  anything  any other
Bondholder  may do to the  same  extent  as if the  Remarketing  Agent  were not
serving as such.

     Section 9.10 Eligibility of Remarketing Agent; Replacement. The Remarketing
Agent must be a bank,  trust  company or member of the National  Association  of
Securities  Dealers,  Inc.  organized and doing  business  under the laws of the
United States or any state or the District of Columbia,  will be rated  Baa3/P-3
or higher by Moody's Investors  Service,  Inc. and will have a capitalization of
at least $25,000,000 as shown in its most recent published annual report.

     The Remarketing Agent may resign by notifying the Issuer, the Trustee,  the
Bondholders  and, if a Letter of Credit is in effect,  the Bank at least 45 days
before the effective  date of the  resignation.  The Issuer,  with the Company's
and,  if a Letter of Credit is in  effect,  the Bank's  consent,  may remove the
Remarketing  Agent as the  Issuer's  designee  for  setting  interest  rates and
appoint a successor by notifying the  Remarketing  Agent,  the Trustee and, if a
Letter of Credit is in effect,  the Bank. The Company may remove the Remarketing
Agent as  remarketer  of Bonds and appoint a successor by notifying  the Issuer,
the Remarketing Agent, the Trustee, and, if a Letter of Credit is in effect, the
Bank.  No removal will be effective  until the  successor  has  delivered to the
Trustee an acceptance of its  appointment and an agreement to perform the duties
of the  Remarketing  Agent under this Indenture and, if a Letter of Credit is in
effect, such successor has been approved in writing by the Bank.

     Section 9.11  Appointment and Duties of Indexing Agent.  The Indexing Agent
may be appointed by the Issuer, with the consent of the Company and, if a Letter
of Credit is in effect, the Bank, in a written notice to the Trustee, the Paying
Agent and the  Remarketing  Agent.  The  Indexing  Agent will perform the duties
provided for in Section 2.2.  Whenever  the Indexing  Agent makes a  computation
under that Section,  it will promptly notify the Trustee,  the Remarketing Agent
and the Company of the results and date of computation.  The Indexing Agent will
keep adequate records  pertaining to the performance of its duties and allow the
Trustee,  the  Remarketing  Agent and the  Company  to  inspect  the  records at
reasonable  times.  The  Indexing  Agent  will  not  hold or deal in Bonds or be
interested in any financial transaction with the Issuer or the Company except to
serve in a capacity similar to that of the Indexing Agent under this Indenture.


                                       42


<PAGE>

     Section 9.12 Eligibility of Indexing Agent; Replacement. The Indexing Agent
will be a nationally  recognized municipal securities  evaluation service or, if
no such service is available to serve,  a bank,  trust  company or member of the
National  Association of Securities Dealers,  Inc. having a capitalization of at
least $15,000,000. The Remarketing Agent may not be the Indexing Agent.

     The Indexing  Agent may resign by notifying  the Issuer,  the Trustee,  the
Remarketing  Agent,  the Company  and,  if a Letter of Credit is in effect,  the
Bank, at least 60 days before the effective date of the resignation. The Issuer,
with the Company's and, if a Letter of Credit is in effect,  the Bank's consent,
may remove the Indexing  Agent and appoint a successor by notifying the Indexing
Agent, the Trustee and the Remarketing Agent. No removal will be effective until
the successor has delivered to the Trustee an acceptance of its  appointment and
an agreement to perform the duties of the  Indexing  Agent under this  Indenture
and such  successor has been approved in writing by the Company and, if a Letter
of Credit is in effect, the Bank.

     Section  9.13   Compensation  of  Remarketing  and  Indexing  Agents.   The
Remarketing   Agent  and  the  Indexing  Agent  will  not  be  entitled  to  any
compensation  from the  Issuer,  the  Trustee  or any  property  held under this
Indenture but must make separate arrangements with the Company for compensation.

     Section 9.14  Successor  Trustee or Agent by Merger.  If the  Trustee,  the
Paying Agent,  the Remarketing  Agent or the Indexing Agent  consolidates  with,
merges or converts into, or transfers all or  substantially  all its assets (or,
in the case of a bank or trust company,  its corporate trust assets) to, another
corporation,  the  resulting,  surviving or transferee  corporation  without any
further act will be the successor Trustee, Remarketing Agent or Indexing Agent.

     Section 9.15  Appointment,  Designation and Succession of Paying Agent. One
or more Paying  Agents may be  appointed  by the Trustee with the consent of the
Issuer, the Company and, if a Letter of Credit is in effect, the Bank. Successor
Paying  Agents may be  appointed  by the Trustee with the consent of the Issuer,
the Company and, if a Letter of Credit is in effect, the Bank. During any period
of time that the Bonds  bear  interest  at a Short  Term  Rate,  there must be a
Paying Agent with an office in New York,  New York,  in place.  The Paying Agent
will  perform  the duties set forth in  Section 7 of the Bonds  relating  to the
purchase of Bonds put by their holders.  If a Letter of Credit is in effect, the
Paying  Agent will draw under the Letter of Credit as the agent of the  Trustee.
The Paying Agent is also designated as an authenticating  agent and registrar of
the Bonds. The Paying Agent will mail all notices prepared by the Trustee to the
Bondholders  on behalf of the  Trustee.  The  Paying  Agent  will enjoy the same
protective provisions in the performance of its duties under this Indenture, and
will be subject to the same  standard of care,  as are  specified  in Article IX
with  respect to the  Trustee  insofar  as such  provisions  may be  applicable,
including  but not  limited to the  provisions  of Section  9.6 with  respect to
compensation  and the provisions of Section 9.8 with respect to resignation  and
removal.  Notwithstanding the foregoing, the Company may remove the Paying Agent
during any Fixed Rate Period and no successor need be appointed until such time,
if any, as the Bonds bear  interest at a Short Term Rate.  If there is no Paying
Agent,  the  Trustee  will  perform  the duties of the Paying  Agent  under this
Indenture.


                                       43

<PAGE>

                                   ARTICLE X
                   AMENDMENTS OF AND SUPPLEMENTS TO INDENTURE

     Section 10.1 Without Consent of Bondholders. The Issuer and the Trustee may
amend or supplement  this Indenture or the Bonds without notice to or consent of
any Bondholder:

          (a) to cure any ambiguity, inconsistency or formal defect or omission,

          (b) grant to the Trustee for the benefit of the Bondholders additional
rights, remedies, powers or authority,

          (c) to subject to this Indenture additional collateral (including, but
not limited to, the pledge of payments described in Section 5.2) or to add other
agreements of the Issuer,

          (d) to modify  this  Indenture  or the  Bonds to  permit  or  continue
qualification  under  the  Trust  Indenture  Act  of 1939 or any similar federal
statute at the time in effect,  or to  permit or continue  the  qualification of
the Bonds for sale under the securities  laws of any state of the United States,

          (e) to provide for uncertificated Bonds,

          (f) to evidence the succession of a new Trustee or the  appointment by
the Trustee or the Issuer of a co-trustee or Paying Agent,

          (g) to make any change that does not materially  adversely  affect the
rights of any Bondholder,

          (h) if a Letter of Credit is in effect,  to make any change  necessary
to secure from  a  Rating  Agency  a  rating on the Bonds at  least equal to the
rating on the unsecured  indebtedness of the Bank (or the  parent company of the
Bank) issuing the Letter of Credit, or

          (i) to make any change  necessary in connection with the delivery of a
Gross-Up Letter of Credit.

     Section 10.2 With Consent of Bondholders.  If an amendment of or supplement
to this  Indenture  or the Bonds  without  any  consent  of  Bondholders  is not
permitted by the  preceding  Section,  the Issuer and the Trustee may enter into
such  amendment or supplement  without  notice to any  Bondholders  but with the
consent of the holders of at least a majority in  principal  amount of the Bonds
then outstanding.  However,  without the consent of each Bondholder affected, no
amendment or supplement  may (i) extend the maturity of the principal of, or due
date of interest on, any Bond,  (ii) reduce the principal  amount of, or (except
as specifically provided in this Indenture) rate of interest on, any Bond, (iii)
effect a  privilege  or  priority  of any Bond or Bonds  over any other  Bond or
Bonds,  (iv) reduce the percentage of the principal amount of the Bonds required
for consent to such amendment or supplement, (v) impair the exclusion from gross
income for federal  income tax purposes of interest on any Bond,  (vi) eliminate
the holders' rights to put the Bonds, or any mandatory  redemption of the Bonds,


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<PAGE>

extend the due date for the  purchase of Bonds put by their  holders or call for
mandatory  redemption or reduce the purchase or redemption  price of such Bonds,
(vii)  create  a lien  ranking  prior  to or on a  parity  with the lien of this
Indenture on the property described in the Granting Clause of this Indenture, or
(viii)  deprive any  Bondholder  of the lien  created by this  Indenture on such
property.  In  addition,  if  moneys,   Government   Obligations  or  Government
Certificates  have been  deposited  or set aside with the  Trustee  pursuant  to
Article  VII for the  payment  of Bonds  and those  Bonds  have not in fact been
actually  paid in full,  no amendment to the  provisions of that Article will be
made without the consent of the holder of each of those Bonds affected.

     Section 10.3 Effect of Consents.  After an amendment or supplement  becomes
effective,  it will bind every Bondholder  unless it makes a change described in
clauses (i) through (viii) of the preceding Section. In that case, the amendment
or supplement  will bind each Bondholder who consented to it and each subsequent
holder of a Bond or portion of a Bond evidencing the same debt as the consenting
holder's Bond.

     Section  10.4  Notation  on  or  Exchange  of  Bonds.  If an  amendment  or
supplement  changes  the terms of a Bond,  the Trustee may require the holder to
deliver  it to the  Paying  Agent.  The  Paying  Agent may place an  appropriate
notation  on the Bond  about  the  changed  terms and  return it to the  holder.
Alternatively,  if the Trustee, the Issuer and the Company determine, the Issuer
in exchange for the Bond will issue and the Paying Agent will authenticate a new
Bond that reflects the changed terms.

     Section 10.5 Signing by Trustee of Amendments and Supplements.  The Trustee
will sign any amendment or  supplement to the Indenture or the Bonds  authorized
by this Article if the  amendment or supplement  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 an amendment or  supplement,  the
Trustee  will be entitled to receive and  (subject to Section 9.1) will be fully
protected  in relying on an Opinion of Counsel  stating  that the  amendment  or
supplement is authorized by this Indenture.

     Section 10.6 Company and Bank Consent Required.  An amendment or supplement
to this Indenture or the Bonds will not become effective unless the Company and,
if a  Letter  of  Credit  is in  effect  or any  Reimbursement  Obligations  are
outstanding,  the Bank  deliver to the  Trustee  their  written  consents to the
amendment or supplement.

     Section  10.7 Notice to  Bondholders.  The Trustee will cause notice of the
execution  of each  supplement  or  amendment  to  this  Indenture  or the  Loan
Agreement to be mailed to the Bondholders.  The notice will at the option of the
Trustee,  either (i) briefly state the nature of the amendment or supplement and
that copies of it are on file with the Trustee for  inspection by Bondholders or
(ii) enclose a copy of such amendment or supplement.



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<PAGE>

                                   ARTICLE XI
                      AMENDMENTS OF AND SUPPLEMENTS TO LOAN

                      Agreement and Parent Company Guaranty
                      -------------------------------------

     Section 11.1 Without Consent of Bondholders. The Issuer may enter into, and
the Trustee may consent to, any amendment of or supplement to the Loan Agreement
or the Parent Company Guaranty,  without notice to or consent of any Bondholder,
if the amendment or supplement is required or permitted (i) by the provisions of
the Loan Agreement,  the Parent Company Guaranty or this Indenture (including in
connection with transactions  permitted by Section 6.1 of the Loan Agreement and
Section  7(c) of the  Parent  Company  Guaranty),  (ii) to cure  any  ambiguity,
inconsistency or formal defect or omission, (iii) to identify more precisely the
Project,  (iv) in connection  with any authorized  amendment of or supplement to
this Indenture, (v) to make any change that does not materially adversely affect
the rights of any  Bondholder,  or (vi) if a Letter of Credit is in  effect,  to
make any change  necessary to secure from a Rating  Agency a rating on the Bonds
at least equal to the rating on the unsecured  indebtedness  of the Bank (or the
parent company of the Bank) issuing the Letter of Credit.

     Section 11.2 With Consent of Bondholders.  If an amendment of or supplement
to the Loan  Agreement  or the Parent  Company  Guaranty  without any consent of
Bondholders  is not  permitted by the  foregoing  Section,  the Issuer may enter
into,  and the Trustee may consent to,  such  amendment  or  supplement  without
notice to any  Bondholder  but with the  consent  of the  holders  of at least a
majority in principal amount of the Bonds then outstanding. However, without the
consent of each  Bondholder  affected,  no amendment or supplement may result in
anything described in clauses (i) through (viii) of Section 10.2.

     Section 11.3 Consent by Trustee to Amendments or  Supplements.  The Trustee
will consent to any amendment or supplement to the Loan  Agreement or the Parent
Company Guaranty  authorized by this Article if the amendment or supplement 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 an
amendment or supplement, the Trustee will be entitled to receive and (subject to
Section 9.1, will be fully protected in relying on an Opinion of Counsel stating
that the amendment or supplement is authorized by this Indenture.

     Section 11.4  Consent of Bank.  When a Letter of Credit is in effect or any
Reimbursement  Obligations  are  outstanding,  an amendment or supplement to the
Loan Agreement will not become effective unless the Bank delivers to the Trustee
its written consent to the amendment or supplement.

                                  ARTICLE XII
                                  MISCELLANEOUS

     Section 12.1 Notices.


                                       46

<PAGE>

        (a)  Any   notice,    request,    direction,    designation,    consent,
acknowledgement,  certification,  appointment,  waiver  or  other  communication
required or permitted by this  Indenture or the Bonds must be in writing  except
as expressly provided otherwise in this Indenture or the Bonds.

        (b) Any notice or other communication  will be  sufficiently  given  and
deemed  given when  delivered  by hand or mailed by  first-class  mail,  postage
prepaid,  addressed as follows:  if to the Issuer,  to Suite 200, 21  Enterprise
Parkway,  Hampton,  Virginia 23666 Attention:  Chairman;  if to the Trustee,  to
Wachovia Bank, National Association,  1021 East Cary Street, Richmond,  Virginia
23219,  Attention:  Corporate Trust Department;  if to the Company,  to P.O. Box
967-A,  Newport News, Virginia 23607,  Attention:  President and Chief Operating
Officer;  if to the  Parent  Company,  to the  address  set forth in the  Parent
Company Guaranty; and if to the Paying Agent, the Remarketing Agent or the Bank,
to the address filed with the Trustee. Any addressee may designate additional or
different addresses for purposes of this Section.

        (c) Any notice received by the Paying Agent will be promptly sent by the
Paying Agent to the Trustee; any notice received by the Trustee will be promptly
sent to the Paying Agent unless,  in either case, the party receiving notice has
actual knowledge that the other party has received such notice independently.

     Section  12.2  Bondholders'  Consents.  Any  consent  or  other  instrument
required by this Indenture to be signed by  Bondholders  may be in any number of
concurrent  documents and may be signed by a Bondholder or by the holder's agent
appointed  in  writing.  Proof of the  execution  of such  instrument  or of the
instrument  appointing  an agent and of the  ownership of Bonds,  if made in the
following  manner,  will be conclusive  for any purpose of this  Indenture  with
regard to any action taken by the Trustee under the instrument:

        (a) The fact and date of a person's signing an instrument may  be proved
by the  certificate of any officer in any  jurisdiction  who by law has power to
take  acknowledgments  within  that  jurisdiction  that the person  signing  the
writing  acknowledged  before the officer the execution of the writing, or by an
affidavit of any witness to the signing.

        (b) The fact of ownership of Bonds, the amount or  amounts,  numbers and
other  identification  of such Bonds and the date of holding will be provided by
the registration books kept pursuant to this Indenture.

     In  determining  whether the holders of the  required  principal  amount of
Bonds outstanding have taken any action under this Indenture, Bonds owned by the
Company or any person  controlling,  controlled by or under common  control with
the Company will be disregarded and deemed not to be outstanding. In determining
whether the Trustee will be protected in relying on any such action,  only Bonds
which the Trustee knows to be so owned will be disregarded.

     Any  consent  or other  instrument  will be  irrevocable  and will bind any
subsequent owner of such Bond or any Bond delivered in substitution therefor.


                                       47

<PAGE>

     Section 12.3  Limitation  of Rights.  Nothing  expressed or implied in this
Indenture or the Bonds will give any person other than the Trustee,  the Issuer,
the Company,  Pittston Terminal,  the Parent Company, the Remarketing Agent, the
Indexing  Agent,  the Paying  Agent,  the  Bondholders  (or any person acting on
behalf of any Bondholder) and, if a Letter of Credit is in effect,  the Bank any
right, remedy or claim under or with respect to this Indenture.

     Section 12.4 Severability. If any provision of this Indenture is determined
to be unenforceable, that will not affect any other provision of this Indenture.

     Section 12.5 Payments Due on Non-Business  Days. If a payment date is not a
Business Day at the place of payment,  then payment may be made at that place on
the next Business Day, and no interest will accrue for the intervening period.

     Section  12.6  Governing  Law.  This  Indenture  will  be  governed  by and
construed in accordance with the laws of the Commonwealth.

     Section 12.7 Captions.  The captions in this Indenture are for  convenience
only and do not  define  or limit  the  scope or  intent  of any  provisions  or
Sections of this Indenture.

     Section  12.8 No  Recourse  Against  Issuer's  Officers.  No  commissioner,
officer,  agent or  employee of the Issuer will be  individually  or  personally
liable for any payment on the Bonds or be subject to any  personal  liability or
accountability by reason of the issuance of the Bonds, but this Section will not
relieve any such commissioner, officer, agent or employee of the Issuer from the
performance of any official duty provided by law or this Indenture.

     Section 12.9 Limited Nature of Company's  Obligations;  Pittston Terminal's
Liability for Obligations of the Company; Certain Decisions Regarding the Bonds.
As provided in the Loan  Agreement,  the Throughput  Agreement and the Agreement
Regarding  2003 Brink's Bonds,  dated as of August 15, 2003,  among the Company,
the  Partners and  Pittston  Terminal,  all of the  Company's  obligations  with
respect to the Bonds are payable  solely from  payments  received by the Company
from  Pittston  Terminal  pursuant  to the  Throughput  Agreement  and  Pittston
Terminal  shall act as the agent of the Company for  purposes of making  certain
Company decisions relating to the Bonds.

     Section  12.10  Counterparts.  This  Indenture  may be  signed  in  several
counterparts.  Each will be an original, but all of them together constitute the
same instrument.


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<PAGE>


                         PENINSULA PORTS AUTHORITY OF VIRGINIA

                         By: /s/ Robert E. Yancey
                            --------------------------------------------
                             Chairman



                         WACHOVIA BANK, NATIONAL ASSOCIATION,
                         as trustee


                         By: /s/ Elizabeth A. Boyd
                            --------------------------------------------
                             Name: Elizabeth A. Boyd
                                  --------------------------------------
                             Title: Corporate Trust Officer
                                   -------------------------------------


                                       49

Source: OneCLE Business Contracts.