exv4w1






Exhibit 4.1




 





AIRGAS, INC.




and each of the Guarantors named herein




7.125% SENIOR SUBORDINATED NOTES DUE 2018




 






INDENTURE




Dated as of June 10, 2008




 






 






THE BANK OF NEW YORK




Trustee




 






 
















 





CROSS-REFERENCE TABLE*



	 	 	 
	        TIA	 	Indenture
	     Section	 	Section
	310(a)(1) 
	 	7.10
	(a)(2) 
	 	7.10
	(a)(3) 
	 	N.A.
	(a)(4) 
	 	N.A.
	(a)(5) 
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.05
	(b)
	 	13.03
	(c)
	 	13.03
	313(a) 
	 	7.06
	(b)(1) 
	 	10.03
	(b)(2) 
	 	7.07
	(c)
	 	7.06; 13.02
	(d)
	 	7.06
	314(a)
	 	4.03; 13.02
	(b)
	 	10.02
	(c)(1) 
	 	13.04
	(c)(2) 
	 	13.04
	(c)(3) 
	 	N.A.
	(d)
	 	10.03, 10.04, 10.05
	(e)
	 	13.05
	(f)
	 	N.A.
	315(a)
	 	7.01
	(b)
	 	7.05, 13.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a)(last sentence) 
	 	2.09
	(a)(1)(A) 
	 	6.05
	(a)(1)(B) 
	 	6.04
	(a)(2) 
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12
	317(a)(1) 
	 	6.08
	(a)(2) 
	 	6.09
	(b)
	 	2.04
	318(a)
	 	13.01
	(b)
	 	N.A.
	(c)
	 	13.01








 




			
	N.A. means not applicable.
	 
	*	 	This Cross Reference Table is not part of the Indenture.






-i-









 





TABLE OF CONTENTS



	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1.
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	17	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	18	 
	Section 1.04. Rules of Construction
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 2.
	 	 	 	 
	 
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Form and Dating
	 	 	19	 
	Section 2.02. Execution and Authentication
	 	 	19	 
	Section 2.03. Registrar and Paying Agent
	 	 	20	 
	Section 2.04. Paying Agent to Hold Money in Trust
	 	 	20	 
	Section 2.05. Holder Lists
	 	 	21	 
	Section 2.06. Transfer and Exchange
	 	 	21	 
	Section 2.07. Replacement Notes
	 	 	32	 
	Section 2.08. Outstanding Notes
	 	 	32	 
	Section 2.09. Treasury Notes
	 	 	32	 
	Section 2.10. Temporary Notes
	 	 	32	 
	Section 2.11. Cancellation
	 	 	33	 
	Section 2.12. Defaulted Interest
	 	 	33	 
	Section 2.13. CUSIP Numbers
	 	 	33	 
	Section 2.14. Issuance of Additional Notes
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 3.
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION AND PREPAYMENT
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Notices to Trustee
	 	 	34	 
	Section 3.02. Selection of Notes To Be Redeemed
	 	 	34	 
	Section 3.03. Notice of Redemption
	 	 	34	 
	Section 3.04. Effect of Notice of Redemption
	 	 	35	 
	Section 3.05. Deposit of Redemption Price
	 	 	35	 
	Section 3.06. Notes Redeemed in Part
	 	 	36	 
	Section 3.07. Optional Redemption
	 	 	36	 
	Section 3.08. Mandatory Redemption
	 	 	37	 
	Section 3.09. Offer To Purchase by Application of Excess Proceeds
	 	 	37	 
	 
	 	 	 	 
	ARTICLE 4.
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Payment of Notes
	 	 	38	 
	Section 4.02. Maintenance of Office or Agency
	 	 	39	 
	Section 4.03. Reports
	 	 	39	 






-ii-









 






	 	 	 	 	 
	 	 	Page	 
	Section 4.04. Compliance Certificate
	 	 	40	 
	Section 4.05. Taxes
	 	 	40	 
	Section 4.06. Stay, Extension and Usury Laws
	 	 	40	 
	Section 4.07. Restricted Payments
	 	 	40	 
	Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	42	 
	Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	43	 
	Section 4.10. Asset Sales
	 	 	45	 
	Section 4.11. Transactions with Affiliates
	 	 	46	 
	Section 4.12. Limitation on Liens
	 	 	47	 
	Section 4.13. Designation of Restricted and Unrestricted Subsidiaries
	 	 	47	 
	Section 4.14. Corporate Existence
	 	 	47	 
	Section 4.15. Offer To Repurchase Upon Change of Control
	 	 	48	 
	Section 4.16. Anti-Layering
	 	 	49	 
	Section 4.17. Additional Subsidiary Guarantees
	 	 	49	 
	Section 4.18. Payments for Consent
	 	 	49	 
	Section 4.19. Fall-Away Covenants
	 	 	49	 
	 
	 	 	 	 
	ARTICLE 5.
	 	 	 	 
	 
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Merger, Consolidation, or Sale of Assets
	 	 	50	 
	Section 5.02. Successor Company Substituted
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 6.
	 	 	 	 
	 
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	50	 
	Section 6.02. Acceleration
	 	 	52	 
	Section 6.03. Other Remedies
	 	 	52	 
	Section 6.04. Waiver of Past Defaults
	 	 	53	 
	Section 6.05. Control by Majority
	 	 	53	 
	Section 6.06. Limitation on Suits
	 	 	53	 
	Section 6.07. Rights of Holders of Notes To Receive Payment
	 	 	53	 
	Section 6.08. Collection Suit by Trustee
	 	 	54	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	54	 
	Section 6.10. Priorities
	 	 	54	 
	Section 6.11. Undertaking for Costs
	 	 	55	 
	 
	 	 	 	 
	ARTICLE 7.
	 	 	 	 
	 
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Duties of Trustee
	 	 	55	 
	Section 7.02. Rights of Trustee
	 	 	56	 
	Section 7.03. Individual Rights of Trustee
	 	 	57	 
	Section 7.04. Trustee’s Disclaimer
	 	 	57	 
	Section 7.05. Notice of Defaults
	 	 	57	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	Section 7.06. Reports by Trustee to Holders of the Notes
	 	 	57	 
	Section 7.07. Compensation and Indemnity
	 	 	57	 
	Section 7.08. Replacement of Trustee
	 	 	58	 
	Section 7.09. Successor Trustee by Merger, etc.
	 	 	59	 
	Section 7.10. Eligibility; Disqualification
	 	 	59	 
	Section 7.11. Preferential Collection of Claims Against Company
	 	 	59	 
	 
	 	 	 	 
	ARTICLE 8.
	 	 	 	 
	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Option To Effect Legal Defeasance or Covenant Defeasance
	 	 	60	 
	Section 8.02. Legal Defeasance and Discharge
	 	 	60	 
	Section 8.03. Covenant Defeasance
	 	 	60	 
	Section 8.04. Conditions to Legal or Covenant Defeasance
	 	 	61	 
	Section 8.05. Deposited Money and Government Securities To Be Held in Trust;
Other Miscellaneous Provisions
	 	 	62	 
	Section 8.06. Repayment to Company
	 	 	62	 
	Section 8.07. Reinstatement
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 9.
	 	 	 	 
	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01. Without Consent of Holders of Notes
	 	 	63	 
	Section 9.02. With Consent of Holders of Notes
	 	 	64	 
	Section 9.03. Compliance with Trust Indenture Act
	 	 	65	 
	Section 9.04. Revocation and Effect of Consents
	 	 	65	 
	Section 9.05. Notation on or Exchange of Notes
	 	 	65	 
	Section 9.06. Trustee To Sign Amendments, etc.
	 	 	66	 
	 
	 	 	 	 
	ARTICLE 10.
	 	 	 	 
	 
	 	 	 	 
	SUBORDINATION
	 	 	 	 
	 
	 	 	 	 
	Section 10.01. Agreement To Subordinate
	 	 	66	 
	Section 10.02. Liquidation; Dissolution; Bankruptcy
	 	 	66	 
	Section 10.03. Default on Designated Senior Debt
	 	 	66	 
	Section 10.04. Acceleration of Notes
	 	 	67	 
	Section 10.05. When Distribution Must Be Paid Over
	 	 	67	 
	Section 10.06. Notice by Company
	 	 	68	 
	Section 10.07. Subrogation
	 	 	68	 
	Section 10.08. Relative Rights
	 	 	68	 
	Section 10.09. Subordination May Not Be Impaired by Company
	 	 	68	 
	Section 10.10. Distribution or Notice to Representative
	 	 	69	 
	Section 10.11. Rights of Trustee and Paying Agent
	 	 	69	 
	Section 10.12. Authorization To Effect Subordination
	 	 	69	 
	Section 10.13. Amendments
	 	 	69	 
	Section 10.14. Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	69	 
	Section 10.15. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	70	 






-iv-









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 11.
	 	 	 	 
	 
	 	 	 	 
	SUBSIDIARY GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 11.01. Guarantee
	 	 	70	 
	Section 11.02. Subordination of Subsidiary Guarantee
	 	 	71	 
	Section 11.03. Limitation on Guarantor Liability
	 	 	71	 
	Section 11.04. Execution and Delivery of Subsidiary Guarantee
	 	 	71	 
	Section 11.05. Guarantors May Consolidate, etc., on Certain Terms
	 	 	72	 
	Section 11.06. Release of Guarantors
	 	 	72	 
	 
	 	 	 	 
	ARTICLE 12.
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 


	Section 12.01. Satisfaction and Discharge
	 	 	73	 
	Section 12.02. Application of Trust Money
	 	 	74	 
	 
	 	 	 	 
	ARTICLE 13.
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 13.01. Trust Indenture Act Controls
	 	 	74	 
	Section 13.02. Notices
	 	 	74	 
	Section 13.03. Communication by Holders of Notes with Other Holders of Notes
	 	 	75	 
	Section 13.04. Certificate and Opinion as to Conditions Precedent
	 	 	75	 
	Section 13.05. Statements Required in Certificate or Opinion
	 	 	76	 
	Section 13.06. Rules by Trustee and Agents
	 	 	76	 
	Section 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	76	 
	Section 13.08. Governing Law
	 	 	76	 
	Section 13.09. No Adverse Interpretation of Other Agreements
	 	 	76	 
	Section 13.10. Successors
	 	 	77	 
	Section 13.11. Severability
	 	 	77	 
	Section 13.12. Counterpart Originals
	 	 	77	 
	Section 13.13. Table of Contents, Headings, etc.
	 	 	77	 
	Section 13.14. Waiver of Jury Trial
	 	 	77	 
	Section 13.15. Force Majeure
	 	 	77	 






	 
	SCHEDULE

	 

	Schedule I Subsidiary Guarantors

	 

	EXHIBITS

	 

	Exhibit A Form of Note

Exhibit B Form of Certificate of Transfer

Exhibit C Form of Certificate of Exchange

Exhibit D Form of Subsidiary Guarantee

Exhibit E Form of Supplemental Indenture







-v-









 





          INDENTURE dated as of June 10, 2008, among Airgas, Inc., a Delaware corporation (the
“Company”), the subsidiary guarantors listed on Schedule I hereto (collectively, the
“Guarantors”) and The Bank of New York, a New York banking corporation, as trustee (the
“Trustee”).




          The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the 7.125% Senior Subordinated Notes due 2018
(the “Notes”):




ARTICLE 1.




DEFINITIONS AND INCORPORATION BY REFERENCE




               Section 1.01. Definitions.



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




          “Accounts Receivable Entity” means any Person (other than a Restricted Subsidiary) to
which the Company or any of its Restricted Subsidiaries sells any of its accounts receivable
pursuant to a Receivables Facility.




          “Acquired Debt” means, with respect to any specified Person, (i) Indebtedness of any
other Person existing at the time such other Person is merged with or into or became a Subsidiary
of such specified Person, whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such
specified Person and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.




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




          “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For purposes of this definition, “control,” as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative meanings.




          “Agent” means any Registrar, Paying Agent or co-registrar.




          “Applicable Premium” means, with respect to a Note at any Redemption Date, the greater
of (i) 1.0% of the principal amount of such Note or (ii) the excess of (A) the present value at
such Redemption Date of (1) the redemption price of such Note at October 1, 2013 (such redemption
price being described in Section 3.07 hereof) plus (2) all required interest payments due on such
Note through October 1, 2013 (excluding accrued but unpaid interest), computed using a discount rate equal to
the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note, if greater.














 








          “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange.




          “Asset Sale” means: (i) the sale, lease, conveyance or other disposition of any
assets or rights; provided that the sale, conveyance or other disposition of all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole will be governed by Section
4.15 and/or Section 5.01 of this Indenture and not by the provisions of Section 4.10 hereof; and
(ii) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale
of Equity Interests in any of its Restricted Subsidiaries.




          Notwithstanding the preceding, the following items will not be deemed to be Asset Sales: (1)
for purposes of Section 4.10 hereof only, any single transaction or series of related transactions
that involves assets having a fair market value of less than $5.0 million or for net cash proceeds
of less than $5.0 million; (2) a transfer of assets between or among the Company and its Restricted
Subsidiaries, (3) an issuance of Equity Interests by a Subsidiary to the Company or to a Restricted
Subsidiary of the Company; (4) the sale or lease of equipment, inventory, accounts receivable or
other assets in the ordinary course of business; (5) the sale or other disposition of cash or Cash
Equivalents; (6) for purposes of Section 4.10 hereof only, the sale of the capital stock of, or
assets comprising, any of the Specified Businesses, provided that the requirements under clause (i)
of Section 4.10 shall have been satisfied; (7) for purposes of Section 4.10 hereof only, a
Restricted Payment or Permitted Investment that is permitted by Section 4.07 of this Indenture; (8)
any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary; (9) sales of property or equipment that has become worn out, obsolete or damaged or
otherwise unsuitable for use in connection with the business of the Company or any of its
Restricted Subsidiaries; (10) a transfer of accounts receivable, or participations therein, and
related rights and assets in connection with any Receivables Facility; (11) the license of patents,
trademarks, copyrights and know-how to third Persons in the ordinary course of business; and (12)
the creation of Liens.




          “Attributable Debt” in respect of a sale and leaseback transaction means, at the time
of determination, the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such sale and leaseback transaction including any
period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.




          “Automatic Exchange Date” shall mean for any issuance of Notes under this Indenture,
the date that is one year after the date of such issuance; provided, that if the Company
issues any Additional Notes having the same terms and the same CUSIP number as a previous issuance
of Notes and such issuance of Additional Notes occurs prior to the Automatic Exchange Date for such
previous issuance of Notes, then the Automatic Exchange Date for such Additional Notes and such
previous issuance of Notes shall each be one year after the date of issuance of the Additional
Notes; provided, further, that in the event that Rule 144 as promulgated under the
Securities Act (or any successor rule) is amended such that the one-year period referred to in
paragraphs (b) and (d) of Rule 144 (or the corresponding period under any successor rule) is
changed, then from and after receipt by the Trustee of the Officers’ Certificate and Opinion of
Counsel provided for in Section 13.05 of this Indenture, each reference in this definition to “one
year” shall be deemed for all purposes hereof to be references to such changed period, so long as
any such change would not be otherwise prohibited by, or otherwise cause a violation of, the
then-applicable federal securities laws.




          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.




-2-









 





          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire
by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially
Owns” and “Beneficially Owned” have a corresponding meaning.




          “Board of Directors” means (i) with respect to a corporation, the board of directors
of the corporation; (ii) with respect to a partnership, the board of directors of the general
partner of the partnership; and (iii) with respect to any other Person, the board or committee of
such Person serving a similar function.




          “Borrowing Base” means, as of any date, an amount equal to: (i) 85% of the book value
of all accounts receivable and 85% of the cost of cylinders owned by the Company and its Restricted
Subsidiaries as of the most recent date for which the Company has available a balance sheet;
provided that, in the case of such accounts receivable, such accounts receivable are not
more than 90 days past due; plus (ii) 50% of the book value of all inventory owned by the Company
and its Restricted Subsidiaries as of the most recent date for which the Company has available a
balance sheet.




          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.




          “Business Day” means any day other than a Legal Holiday.




          “Capital Lease Obligation” means, at the time any determination is to be made, the
amount of the liability in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet in accordance with GAAP.




          “Capital Stock” means (i) in the case of a corporation, corporate stock; (ii) in the
case of an association or business entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or
limited liability company, partnership or membership interests (whether general or limited); and
(iv) any other interest or participation that confers on a Person the right to receive a share of
the profits and losses of, or distributions of assets of, the issuing Person.




          “Cash Equivalents” means (i) United States dollars and any other currency that is
convertible into United States dollars without legal restrictions and which is utilized by the
Company or any of its Restricted Subsidiaries in the ordinary course of its business; (ii)
securities issued or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality of the United States government (provided that the full faith and
credit of the United States is pledged in support of those securities) having maturities of not
more than six months from the date of acquisition; (iii) time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the United States, any state
thereof or any foreign country recognized by the United States, and which bank or trust company has
capital, surplus and undivided profits aggregating in excess of $100.0 million (or the foreign
currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar
equivalent rating) or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a
registered broker dealer or mutual
fund distributor; (iv) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii) above; (v) commercial
paper maturing not more than 365 days after




-3-









 




the date of acquisition of an issuer with a rating, at
the time of which any investment therein is made, of “A-1” (or higher) according to S&P or “P-1”
(or higher) according to Moody’s or carrying an equivalent rating by a nationally recognized rating
agency if both of the two named rating agencies cease publishing ratings of investments; (vi) money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described
in clauses (i) through (v) above; and (vii) in the case of any Subsidiary organized or having its
principal place of business outside the United States, investments denominated in the currency of
the jurisdiction in which that Subsidiary is organized or has its principal place of business which
are similar to the items specified in clauses (i) through (vi) above, including, without
limitation, any deposit with a bank that is a lender to any Restricted Subsidiary of the Company.




          “Change of Control” means the occurrence of any of the following: (i) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a
Related Party of a Principal; (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company; (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as defined
above) other than the Principal and its Related Parties, becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather
than number of shares; or (iv) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors.




          “Clearstream” means ClearStream Banking, S.A.




          “Commission” means the Securities and Exchange Commission.




          “Company” means Airgas, Inc., and any and all successors thereto.




          “Consolidated Cash Flow” means, with respect to any specified Person for any period,
the Consolidated Net Income of such Person for such period plus, without duplication: (i) an
amount equal to any extraordinary loss plus any net loss realized by such Person or any of its
Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted
in computing such Consolidated Net Income; plus (ii) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income; plus (iii)
consolidated interest expense of such Person and its Restricted Subsidiaries for such period,
whether or not capitalized (including, without limitation, amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital Lease Obligations,
imputed interest with respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations), to the extent that any
such expense was deducted in computing such Consolidated Net Income; plus (iv)
depreciation, amortization (including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses
(excluding any such non-cash expense to the extent that it represents an accrual of or reserve for
cash expenses in any future period or amortization of a prepaid cash expense that was paid in a
prior period) of such Person and its Restricted Subsidiaries for such period to the extent that
such depreciation, amortization and other non-cash expenses were deducted in computing such
Consolidated Net Income; minus (v) any extraordinary non-cash items
increasing such Consolidated Net Income for such period, other than the accrual of revenue in
the ordinary course of business, in each case, on a consolidated basis and determined in accordance
with GAAP. Notwithstanding the preceding, the provision for taxes based on the income or profits
of, and the




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depreciation and amortization and other non-cash expenses of, a Subsidiary of the
Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company
only to the extent that a corresponding amount would be permitted at the date of determination to
be dividended, distributed or otherwise transferred to the Company by such Subsidiary without prior
governmental approval (that has not been obtained), and without direct or indirect restriction
pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.




          “Consolidated Net Income” means, with respect to any specified Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on
a consolidated basis, determined in accordance with GAAP, provided that: (i) the Net
Income (or loss) of any Person that is not a Restricted Subsidiary of such Person or that is
accounted for by the equity method of accounting will not be included except such Net Income will
be included to the extent of the amount of dividends or distributions paid in cash to the specified
Person or a Restricted Subsidiary of the Person; (ii) the Net Income of any Restricted Subsidiary
of such Person will be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders; (iii) the Net Income (or loss) of any Person acquired in a pooling
of interests transaction for any period prior to the date of such acquisition will be excluded;
(iv) the cumulative effect of a change in accounting principles will be excluded; (v) any
unrealized non-cash gains or losses or charges in respect of Hedging Obligations (including those
resulting from the application of SFAS No. 133) will be excluded; and (vi) any non-cash
compensation charge arising from any grant of stock, stock options or other equity-based awards
will be excluded.




          “Consolidated Net Tangible Assets” means, with respect to Airgas as of any date, the
aggregate of the assets of Airgas and its Restricted Subsidiaries less (1) all assets properly
classified as intangible assets, including, without limitation, goodwill, organization costs,
patents, trademarks, copyrights, franchises and research and development costs as of such date and
(2) current liabilities as reflected on Airgas’ most recent balance sheet, in each case, on a
consolidated basis in accordance with GAAP and after giving effect to purchase accounting. In the
event that information relating to Consolidated Net Tangible Assets is not available as of any
date, then the most recently available information will be utilized.




          “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who (i) was a member of such Board of Directors on the date of this
Indenture; or (ii) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board at the time of
such nomination or election; or (iii) is a designee of a Principal or was nominated by a Principal.




          “Corporate Trust Office of the Trustee” means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which office at the dated
hereof is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention:
Corporate Trust Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Company).




          “Credit Agreement” means that certain Twelfth Amended and Restated Credit Agreement,
dated as of July 25, 2006, by and among Airgas, the Canadian borrowing subsidiaries party thereto,
the guarantor subsidiaries party thereto, Bank of America, N.A., as U.S. Agent, The Bank of Nova
Scotia,




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as Canadian Agent, and the other Lenders named therein providing for U.S.
dollar-denominated loans and Canadian dollar-denominated loans, including any related notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, and
in each case as amended, modified, renewed, refunded, replaced or Refinanced from time to time
including any agreement extending the maturity of, Refinancing from time to time including any
agreement extending the maturity of, Refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of
Airgas as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by the same or any other
agent, lender or group of lenders.




          “Credit Facilities” means, one or more (x) debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other
institutional lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit or (y) debt securities,
indentures or other forms of debt financing entered into after the date of this Indenture
(including convertible or exchangeable debt instruments or bank guarantees or bankers’
acceptances), in each case, as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants
and other provisions) from time to time, and any agreement (and related document) governing
Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then
outstanding or permitted to be outstanding under such Credit Facility or a successor Credit
Facility, whether by the same or any other lender or investor or group of lenders or investors.




          “Currency Agreement” means, with respect to any Person, any foreign exchange contract,
currency swap agreement or other similar agreement designed to protect such Person against
fluctuations in currency values.




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




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




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




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




          “Designated Senior Debt” means (i) any Indebtedness outstanding under the Credit
Agreement; and (ii) after payment in full of all Obligations under the Credit Agreement, any other
Senior Debt permitted under this Indenture the principal amount of which is $25.0 million or more
and that has been designated by the Company as “Designated Senior Debt.”




          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of
any security into which it is convertible, or for which it is exchangeable, in each case at the
option of the holder of the Capital Stock), or upon the happening of any event (other than any
event solely within the




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control of the issuer thereof), matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of
the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock have the right to
require the Company to repurchase such Capital Stock upon the occurrence of a change of control or
an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide
that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof.




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




          “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).




          “Euroclear” means Euroclear Bank, S.A./N.V.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




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




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




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




          “Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other
than Indebtedness under the Credit Facilities) in existence on the date of this Indenture, until
such amounts are repaid.




          “Fixed Charges” means, with respect to any specified Person for any period, the sum,
without duplication, of: (i) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, including, without limitation, amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter of credit or
bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations; plus (ii) the consolidated interest of such Person and its Restricted
Subsidiaries that was capitalized during such period; plus (iii) any interest expense on
Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries,
whether or not such Guarantee or Lien is called upon; plus (iv) the product of (A) all
dividends, whether or not in cash, on any series of preferred stock of such Person or any of its
Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of the Company (other than Disqualified Stock) or the applicable Restricted Subsidiary or
to the Company or a Restricted Subsidiary of the Company, times (B) a fraction, the
numerator of which is one and the denominator of which is one minus the effective combined
federal, state and local tax rate of such Person for such period as estimated by the
Chief Financial Officer in good faith, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP.




-7-









 








          “Fixed Charge Coverage Ratio” means with respect to any specified Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for
such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period.
In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro
forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of
Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter
reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (i)
acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries,
including through mergers or consolidations and including any related financing transactions,
during the four-quarter reference period or subsequent to such reference period and on or prior to
the Calculation Date will be given pro forma effect as if they had occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference period will be
calculated to include the Consolidated Cash Flow of the acquired entities on a pro forma basis
after giving effect to cost savings resulting from employee terminations, facilities consolidations
and closings, standardization of employee benefits and compensation practices, consolidation of
property, casualty and other insurance coverage and policies, standardization of sales and
distribution methods, reduction in taxes other than income taxes and other cost savings reasonably
expected to be realized from such acquisition, as determined in good faith by the principal
financial officer of the Company (regardless of whether such cost savings could then be reflected
in pro forma financial statements under GAAP, Regulation S-X promulgated under the Securities Act
or any other regulation or policy of the Commission), but without giving effect to clause (iii) of
the proviso set forth in the definition of Consolidated Net Income; (ii) the Consolidated Cash Flow
attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses disposed of prior to the Calculation Date, will be excluded; and (iii) the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations of the specified Person
or any of its Subsidiaries following the Calculation Date. For purposes of this definition,
whenever pro forma effect is to be given to an acquisition of assets, the amount of income or
earnings relating thereto and the amount of Fixed Charges associated with any Indebtedness incurred
in connection therewith, the pro forma calculations shall be determined in good faith by a
responsible financial or accounting officer of the Company. If any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness
if such Interest Rate Agreement has a remaining term in excess of 12 months).




          “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a
Domestic Subsidiary.




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




          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is
required to be placed on all Global Notes issued under this Indenture.




-8-









 





          “Global Notes” means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in
accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof.




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




          “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness.




          “Guarantor” means any Subsidiary of the Company that guarantees the Notes in
accordance with the provisions of this Indenture.




          “Hedging Obligations” means, with respect to any specified Person, the obligations of
such Person under any Interest Rate Agreement or Currency Agreement.




          “Holder” means a Person in whose name a Note is registered on the Registrar’s books.




          “Indebtedness” means, with respect to any specified Person, any indebtedness of such
Person, whether or not contingent: (i) in respect of borrowed money; (ii) evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or reimbursement agreements in
respect thereof); (iii) in respect of banker’s acceptances; (iv) representing Capital Lease
Obligations; (v) representing the balance deferred and unpaid of the purchase price of any
property, except any such balance that constitutes an accrued expense or trade payable; or (vi)
representing any Hedging Obligations, if and to the extent any of the preceding items (other than
letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes
all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included,
the Guarantee by the specified Person of any Indebtedness of any other Person. The amount of any
Indebtedness outstanding as of any date will be: (1) the accreted value of the Indebtedness, in
the case of any Indebtedness issued with original issue discount; or (2) the principal amount of
the Indebtedness. In addition, for the purpose of avoiding duplication in calculating the
outstanding principal amount of Indebtedness for purposes of Section 4.09 hereof, Indebtedness
arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be
incurred under Section 4.09 hereof will not be considered incremental Indebtedness. Indebtedness
shall not include the obligations of any Person (A) resulting from the endorsement of negotiable
instruments for collection in the ordinary course of business, (B) under stand-by letters of credit
to the extent collateralized by cash or Cash Equivalents and (C) resulting from representations,
warranties, covenants and indemnities given by such Person that are reasonably customary for
sellers or transferors in an accounts receivable securitization transaction.




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




          “Independent Qualified Party” means an investment banking firm, accounting firm or
appraisal firm of national standing, provided, however, that such firm is not an
Affiliate of the Company.




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





-9-











 





          “Interest Rate Agreement” means in respect of a Person any interest rate swap
agreement, interest rate cap agreement or other financial agreement or arrangement designed to
protect such Person against fluctuations in interest rates.



          “Initial Notes” means the first $400.0 million aggregate principal amount of Notes
issued under this Indenture on the date hereof.



          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other
Rating Agency.



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



          “Issue Date” means June 10, 2008.



          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in
the City of New York or at a place of payment are authorized by law, regulation or executive order
to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue
on such payment for the intervening period.



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



          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction.



          “Liquidated Damages” means liquidated damages payable to Holders of Notes following
the occurrence of a Registration Default in an amount equal to 0.25% per annum of the principal
amount of Notes held by the Holder for the first 90 days of the Registration Default Period, and in
an amount



-10-









 







increasing by an additional 0.25% per annum of the principal amount of Notes with respect to
each subsequent 90 days of the Registration Default Period until all Registration Defaults have
been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.0% per
annum of the principal amount of Notes as described under Section 5 of the Registration Rights
Agreement.



          “Moody’s” means Moody’s Investors Service, Inc. and its successors.



          “Net Income” means, with respect to any specified Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in respect of preferred
stock dividends, excluding, however: (i) any gain (or loss), together with any related provision
for taxes on such gain (or loss), realized in connection with: (A) any Asset Sale; or (B) the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; (ii) any
extraordinary gain (or loss), together with any related provision for taxes on such extraordinary
gain (or loss) and (iii) any non-cash charges taken in connection with any loss realized upon the
sale of capital stock of, or assets comprising, any of the Specified Businesses or any write-down
of assets constituting any of the Specified Businesses.



          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale, but only as and when received), in each case net of: (i) the direct costs relating to such
Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales
commissions, recording fees, title transfer fees, appraiser fees, cost of preparation of assets for
sale, and any relocation expenses incurred as a result of the Asset Sale, (ii) taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such
Asset Sale, (iv) all distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries or joint ventures as a result of such Asset Sale, and (v) any
reserve for adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.



          “Non-Recourse Debt” means Indebtedness: (i) as to which neither the Company nor any
of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable
as a guarantor or otherwise or (c) constitutes the lender; (ii) no default with respect to which
(including any rights that the holders of the Indebtedness may have to take enforcement action
against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of
any other Indebtedness (other than the notes) of the Company or any of its Restricted Subsidiaries
to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its stated maturity; and (iii) as to which the lenders have been
notified in writing (which may be by the terms of the instrument evidencing such Indebtedness) that
they will not have any recourse to the stock (other than the stock of an Unrestricted Subsidiary
pledged by the Company or any of its Restricted Subsidiaries) or assets of the Company or any of
its Restricted Subsidiaries.



          “Non-U.S. Person” means a Person who is not a U.S. Person.



          “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial
Notes and the Additional Notes shall be treated as a single class for all purposes under this
Indenture.



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



-11-









 





          “Offering” means the offering of the Notes by the Company.



          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person.



          “Officers’ Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the Company, that meets the
requirements of Section 13.05 hereof.



          “Opinion of Counsel” means an opinion from legal counsel that meets the requirements
of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.



          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).



          “Permitted Business” means any business that derives a majority of its revenues from
the business engaged in by the Company and its Restricted Subsidiaries on the date of original
issuance of the Notes and/or activities that are reasonably similar, ancillary, incidental,
complementary or related to, or a reasonable extension, development or expansion of, the businesses
in which the Company and its Restricted Subsidiaries are engaged on the date of original issuance
of the Notes.



          “Permitted Investments” means: (i) any Investment in the Company or in a Restricted
Subsidiary of the Company; (ii) any Investment in cash or Cash Equivalents; (iii) any Investment by
the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such
Investment: (A) such Person becomes a Restricted Subsidiary of the Company; or (B) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; (iv) any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was
made pursuant to and in compliance with Section 4.10 hereof; (v) any investment to the extent made
in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;
(vi) Hedging Obligations; (vii) any Investment in Permitted Joint Ventures, provided,
except with respect to any Investment resulting from the sale of capital stock or assets of any
Specified Business, that at the time of and immediately after giving pro forma effect to such
Investment (and any related transaction or series of transactions), the Company would be permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Test
set forth under the first paragraph of Section 4.09 hereof; (viii) Investments in prepaid expenses,
negotiable instruments held for collection and lease, utility and workers’ compensation,
performance and other similar deposits; (ix) transactions with officers, directors and employees of
the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business
(including compensation, employee benefit or indemnity arrangements with any such officer, director
or employee) and consistent with past business practices; (x) any Investment consisting of a
guarantee permitted under Section 4.09 hereof; (xi) Investments consisting of non-cash
consideration received in the form of securities, notes or similar obligations in connection with
dispositions of obsolete or worn out assets permitted pursuant to this Indenture; (xii) advances,
loans or extensions of credit to suppliers in the ordinary course of business by the Company or any
of its Restricted Subsidiaries; (xiii) Investments (including debt obligations) received in
connection with the bankruptcy or reorganization of suppliers and customers and in settlement of
delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary
course of business; (xiv) loans and advances to employees made in the ordinary course of business;




-12-









 







(xv) payroll, travel and similar advances to cover matters that are expected at the time of such
advances ultimately to be treated as expenses for accounting purposes and that are made in the
ordinary course of business; (xvi) Investments in any Person to the extent such Investment existed
on March 8, 2004 and any Investment that replaces, refinances or refunds such an Investment,
provided that the new Investment is in an amount that does not exceed that amount replaced,
refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or
refunded; (xvii) Investments relating to any special purpose Affiliate of the Company organized in
connection with a Receivables Facility that, in the good faith determination of the Board of
Directors of the Company, are necessary or advisable to the effect that Receivables Facility; and
(xviii) other Investments in any Person having an aggregate fair market value, when taken together
with all other Investments made pursuant to this clause (xviii) since the date of this Indenture
that are at the time outstanding not to exceed $75.0 million.



          “Permitted Joint Venture” means a corporation, partnership or other entity (other than
a Subsidiary of the Company) engaged in one or more Permitted Businesses in respect of which the
Company or a Restricted Subsidiary (a) beneficially owns at least 25% of the Equity Interest of
such entity and (b) either is a party to an agreement empowering one or more parties to such
agreement (which may or may not be the Company or its Restricted Subsidiary), or is a member of a
group that pursuant to the constituent documents of the applicable corporation, partnership or
other entity, has the power, to direct the policies, management and affairs of such entity.



          “Permitted Junior Securities” means (i) Equity Interests in the Company or any
Guarantor; or (ii) debt securities that are subordinated to all Senior Debt and any debt securities
issued in exchange for Senior Debt to at least the same extent as the Notes and the Subsidiary
Guarantees are subordinated to Senior Debt under this Indenture.



          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of
its Restricted Subsidiaries issued to Refinance other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (i) the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being
Refinanced (plus all accrued interest on the Indebtedness and the amount of all expenses and
premiums incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being
Refinanced; (iii) if the Indebtedness being Refinanced is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and is subordinated in right of payment to, the notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation governing the
Indebtedness being Refinanced; and (iv) such Indebtedness is incurred either by the Company or by
the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced.



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



          “Principal” means Peter McCausland (and in the event of his incompetence or death, his
estate, heirs, executor, administrator, committee or other personal representative (collectively,
“heirs”)) or any Person controlled, directly or indirectly, by Peter McCausland or his heirs.



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



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          “Public Equity Offering” means any underwritten public offering of common stock of the
Company.



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



          “Rating Agency” means S&P and Moody’s or, if S&P or Moody’s or both shall not make a
rating on the Notes publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of
Directors of the Company) which shall be substituted for S&P or Moody’s or both, as the case may
be.



          “Receivables Facility” means one or more receivables financing facilities, as amended
from time to time, pursuant to which the Company or any of its Restricted Subsidiaries sells its
accounts receivable to an Accounts Receivable Entity.



          “Receivables Fees” means distributions or payments made directly or by means of
discounts with respect to any participation interests issued or sold in connection with, and other
fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables
Facility.



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



          “Registration Rights Agreement” means the Exchange and Registration Rights Agreement,
dated as of June 10, 2008 by and among the Company and the other parties named on the signature
pages thereof, as such agreement may be amended, modified or supplemented from time to time and,
with respect to any Additional Notes, one or more registration rights agreements between the
Company and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.



          “Regulation S” means Regulation S promulgated under the Securities Act.



          “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on
behalf of the Depositary and registered in the name the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially sold in reliance on
Rule 903 of Regulation S.



          “Related Party” means (i) any immediate family member (in the case of an individual)
of the Principal; or (ii) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest
of which consist of the Principal.



          “Representative” means the indenture trustee or other trustee, agent or representative
for any Senior Debt.



          “Responsible Officer,” when used with respect to the Trustee, means any officer within
the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust matter,
any other officer to



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whom such matter is referred because of his knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this Indenture.



          “Restricted Definitive Note” means a Definitive Note bearing the Private Placement
Legend.



          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.



          “Restricted Investment” means an Investment other than a Permitted Investment.



          “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that
is not an Unrestricted Subsidiary.



          “Rule 144” means Rule 144 promulgated under the Securities Act.



          “Rule 144A” means Rule 144A promulgated under the Securities Act.



          “Rule 903” means Rule 903 promulgated under the Securities Act.



          “Rule 904” means Rule 904 promulgated the Securities Act.



          “S&P” means Standard & Poor’s Rating Group, Inc. and its successors.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Senior Debt” means: (i) all Indebtedness of the Company or any Guarantor outstanding
under Credit Facilities and all Hedging Obligations with respect thereto; (ii) any other
Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this
Indenture; and (iii) all Obligations with respect to the items listed in the preceding clauses (i)
and (ii), unless in the case of clauses (i) and (ii), the instrument under which such Indebtedness
is incurred expressly provides that it is on a parity with or subordinated in right of payment to
the Notes or any Subsidiary Guarantee, as the case may be. Notwithstanding anything to the
contrary in the preceding paragraph, Senior Debt will not include: (a) any liability for federal,
state, local or other taxes owed or owing by the Company or any Guarantor; (b) any intercompany
Indebtedness of the Company or any of its Restricted Subsidiaries owing to the Company or any of
its Affiliates; (c) any trade payables; or (d) the portion of any Indebtedness that is incurred in
violation of this Indenture, provided, that such Indebtedness shall be deemed not to have
been incurred in violation of this Indenture for purposes of this clause (d) if (x) the Holders of
such Indebtedness or their representative or the Company shall have furnished to the trustee an
opinion of recognized independent legal counsel addressed to the trustee (which legal counsel may,
as to matters of fact, rely upon an officers’ certificate) to the effect that the incurrence of
such Indebtedness does not violate the provisions of this Indenture or (y) such Indebtedness
consists of Indebtedness under any Credit Facility and Holders of such Indebtedness or their agent
or representative (I) had no actual knowledge at the time of the incurrence that the incurrence of
such Indebtedness violated this Indenture and (II) shall have received an officers’ certificate to
the effect that the incurrence of such Indebtedness does not violate the provisions of this
Indenture.



          “Senior Subordinated Indebtedness” means, with respect to any Person, the Notes (in
the case of the Company), the Subsidiary Guarantees (in the case of a Guarantor) and any other
Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu
with the Notes or such Subsidiary Guarantee, as the case may be, in right of payment and is not
subordinated by its terms in



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right of payment to any Indebtedness or other obligation of such Person which is not Senior
Debt of such Person.



          “Shelf Registration Statement” means the Shelf Registration Statement as defined in
the Registration Rights Agreement.



          “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such Regulation is in effect on the date hereof.



          “Specified Businesses” means the air separation businesses and related facilities and
contracts of Nitrous Oxide Corp., Airgas Canada, Inc. and Rutland Tool & Supply Co., Inc.



          “Stated Maturity” means, with respect to any installment of interest or principal on
any series of Indebtedness, the date on which the payment of interest or principal was scheduled to
be paid, including any mandatory redemption provision, but excluding any provision providing for
any contingent obligations to repay, redeem or repurchase any such interest or principal at the
option of the Holder thereof.



          “Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock
of any class or classes having by the terms thereof ordinary voting power to elect a majority of
the directors of such corporation (irrespective of whether or not at the time, any class or classes
of such corporation shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and
(b) any partnership, association, joint venture or other entity in which such Person directly or
indirectly through Subsidiaries has more than 50% equity interest at any time.



          “Subsidiary Guarantee” means a Guarantee by a Guarantor of the Company’s obligations
with respect to the Notes.



          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect
on the date on which this Indenture is qualified under the TIA.



          “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such
Redemption Date of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to October 1, 2013; provided that if the
period from the Redemption Date to October 1, 2013 is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year
shall be used.



          “Trustee” means the party named as such above until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.



          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and
are not required to bear the Private Placement Legend.



          “Unrestricted Global Note” means a permanent Global Note substantially in the form of
Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges
of



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Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Notes that do not bear the
Private Placement Legend.



          “Unrestricted Subsidiary” means (a) any Subsidiary of the Company that is designated
by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of
the Board of Directors, and any Subsidiary of an Unrestricted Subsidiary, but, in each case, only
to the extent that such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any
direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain
or preserve such Person’s financial condition or to cause such Person to achieve any specified
levels of operating results; and (iii) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.
Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to
the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors
giving effect to such designation and an officers’ certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred
as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary, provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if: (x) such Indebtedness is
permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (y) no Default would be in
existence following such designation.



          “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency
other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained
by converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the “Exchange Rates” column under the heading “Currency Trading” (or similar
section of such newspaper) on the date two Business Days prior to such determination.



          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.



          “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors of such Person.



          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing: (i) the sum of the products obtained by
multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect of the
Indebtedness, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by (ii) the then outstanding principal amount of
such Indebtedness.



               Section 1.02. Other Definitions.



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Affiliate Transaction”

	 	 	4.11	 






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	 	 	Defined in
	Term	 	Section
	“Asset Sale Offer”

	 	 	3.09	 
	“Authentication Order”

	 	 	2.02	 
	“Automatic Exchange”

	 	 	2.06	(g)
	“Bankruptcy Law”

	 	 	4.01	 
	“Change of Control Offer”

	 	 	4.15	 
	“Change of Control Payment”

	 	 	4.15	 
	“Change of Control Payment Date”

	 	 	4.15	 
	“Covenant Defeasance”

	 	 	8.03	 
	“DTC”

	 	 	2.03	 
	“Event of Default”

	 	 	6.01	 
	“Excess Proceeds”

	 	 	4.10	 
	“Fall-Away Covenants”

	 	 	4.19	 
	“incur”

	 	 	4.09	 
	“Legal Defeasance”

	 	 	8.02	 
	“Offer Amount”

	 	 	3.09	 
	“Offer Period”

	 	 	3.09	 
	“Payment Default”

	 	 	6.01	 
	“Paying Agent”

	 	 	2.03	 
	“Permitted Debt”

	 	 	4.09	 
	“Purchase Date”

	 	 	3.09	 
	“Redemption Date”

	 	 	3.07	 
	“Registrar”

	 	 	2.03	 
	“Restricted Payments”

	 	 	4.07	 
	“Successor Company”

	 	 	5.01	 






               Section 1.03. Incorporation by Reference of Trust Indenture Act.



          This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by
reference in and made a part of this Indenture.




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




          “indenture securities” means the Notes;




          “indenture security Holder” means a Holder of a Note;




          “indenture to be qualified” means this Indenture;




          “indenture trustee” or “institutional trustee” means the Trustee; and




          “obligor” on the Notes and the Subsidiary Guarantees means the Company and the Guarantors,
respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively.




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




               Section 1.04. Rules of Construction.



          Unless the context otherwise requires:




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




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




          (c) “or” is not exclusive;




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




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




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




ARTICLE 2.




THE NOTES




               Section 2.01. Form and Dating.



          (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000
in excess of $2,000.




          The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.




          (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in
the aggregate principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by
the Holder thereof as required by Section 2.06 hereof. For the avoidance of doubt, Affiliates of
the Company may only hold an interest in the Notes in the form of Definitive Notes and are
prohibited from taking a beneficial interest in one or more Global Notes.




          (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.




               Section 2.02. Execution and Authentication.



          An Officer shall sign the Notes for the Company by manual or facsimile signature.




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




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




          On the Issue Date, the Trustee shall, upon a written order of the Company signed by an Officer
(an “Authentication Order”), authenticate Notes for original issue up to $400.0 million in
aggregate principal amount of the Notes and, upon delivery of any Authentication Order at any time
and from time to time thereafter, the Trustee shall authenticate Notes for original issue in an
aggregate principal amount specified in such Authentication Order.




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




               Section 2.03. Registrar and Paying Agent.



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




          The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes.




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




               Section 2.04. Paying Agent to Hold Money in Trust.



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




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               Section 2.05. Holder Lists.



          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee in writing at least five Business Days before
each interest payment date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names and addresses of
the Holders of Notes.




               Section 2.06. Transfer and Exchange.



          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is
no longer a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of such notice from the
Depositary or (ii) the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee. Upon the occurrence of either of the preceding events in (i) or (ii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(f) hereof.




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to the restrictions set forth herein to
the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:





          (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend.
Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No
written orders or instructions shall be required to be delivered to the Registrar to effect
the transfers described in this Section 2.06(b)(i).




          (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures



-21-









 







containing information regarding the Participant account to be credited with such increase
or (B) (1) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to
effect the transfer or exchange referred to in (1) above. Upon consummation of an Exchange
Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of
the instructions contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(j)
hereof.




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted Global Note if
the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar
receives the following:




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




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




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




     (A) such exchange is effected pursuant to the Exchange Offer in accordance with
the Registration Rights Agreement and the holder of the beneficial interest to be
exchanged certifies in the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the Exchange Notes
or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement;




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an



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Unrestricted Global Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (1)(a) thereof; or




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




and, in each such case set forth in this subparagraph (D), if the Applicable
Procedures so require, an Opinion of Counsel to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required
in order to maintain compliance with the Securities Act; or




     (E) such transfer is effected pursuant to an Automatic Exchange in accordance
with Section 2.06(g) of this Indenture.



          If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.




          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




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




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




     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;




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




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



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




     (F) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(j) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the holder of
such beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.



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




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate
(as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




          (1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Definitive Note that does not
bear the Private Placement Legend, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (1)(b) thereof; or




          (2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of a Definitive Note that does not bear the Private Placement
Legend, a certificate from such holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Applicable Procedures so
require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance
with the



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Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities
Act; or




     (E) such transfer is effected pursuant to an Automatic Exchange in accordance
with Section 2.06(g) of this Indenture.



               (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(j) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
shall be registered in such name or names and in such authorized denomination or denominations as
the holder of such beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private
Placement Legend.



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




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




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




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




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




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




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



-25-









 






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


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




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




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement;




     (D) the Registrar receives the following:




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




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




and, in each such case set forth in this subparagraph (D), if the Applicable Procedures so
require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act; or




     (E) such transfer is effected pursuant to an Automatic Exchange in accordance
with Section 2.06(g) of this Indenture.



          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii),
the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




               (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in



-26-









 







an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount
of one of the Unrestricted Global Notes.



          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e).





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




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




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




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




          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note if:




          (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;




          (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;



-27-









 






          (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement;




          (D) the Registrar receives the following:




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




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




and, in each such case set forth in this subparagraph (D), an Opinion of
Counsel in form reasonably acceptable to the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities
Act; or




          (E) such transfer is effected pursuant to an Automatic Exchange in accordance
with Section 2.06(g) of this Indenture.




          (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder
of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.



          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that (x) they are not broker-dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive Notes accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced
accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the
appropriate principal amount.




          (g) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. On
the Automatic Exchange Date, beneficial interests in a Global Note bearing a legend pursuant to
Section 2.06(i)(i) and subject to the restrictions on transfer imposed thereby will be
automatically exchanged into beneficial interests in a freely transferable Unrestricted Global
Note, which shall not bear such legend without any action required by or on behalf of the Holder
(the “Automatic Exchange”). In order to effect the Automatic Exchange:




-28-









 









     (i) the Company shall at least eight Business Days but not more than 15 Business Days prior
to the Automatic Exchange Date, deliver a notice of Automatic Exchange (an “Automatic
Exchange Notice”) to the Trustee;




     (ii) within three Business Days after its receipt of the Automatic Exchange Notice, the
Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice
to each Holder at such Holder’s address appearing in the register of the Notes kept by the
Registrar; and




     (iii) the Company shall at least one Business Day prior to the Automatic Exchange Date,
deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel to the Company, in
form and in substance reasonably satisfactory to the Trustee and upon which the Trustee may rely
conclusively, without liability, to the effect that such transfer of beneficial interests to the
Unrestricted Global Notes shall be in compliance with the Securities Act.


The Automatic Exchange Notice shall identify the Notes subject to the Automatic Exchange and shall
state: (1) the Automatic Exchange Date; (2) that the Automatic Exchange shall occur pursuant to
this Section 2.06(g) of the Indenture; (3) the “CUSIP” number of the Restricted Global Notes from
which such Holders’ beneficial interests will be transferred and (4) the “CUSIP” number of the
Unrestricted Global Securities into which such Holders’ beneficial interests will be transferred.
On the Automatic Exchange Date, the Automatic Exchange shall occur and the Registrar shall endorse
Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and
a decrease and increase, respectively, in the principal amount of the applicable Restricted Global
Note(s) and the Unrestricted Global Notes, respectively, equal to the principal amount of
beneficial interests transferred. If, following any such transfer pursuant to this Section
2.06(g), the principal amount of the relevant Restricted Global Note is zero, then the relevant
Restricted Global Note shall be cancelled. In no event will the failure of the Company to provide
any notice set forth in this Section 2.06(g) or of the Trustee to effect the Automatic Exchange
constitute a failure by the Company to comply with any of its covenants or agreements set forth in
this Indenture for purposes of Article 6 hereof or otherwise.




          (h) Transfers of Securities Held by Affiliates. Any certificate (i) evidencing a Note
that has been transferred to an Affiliate of the Company within one year after the Issue Date, as
evidenced by a notation on the assignment form for such transfer or in the representation letter
delivered in respect thereof or (ii) evidencing a Note that has been acquired from an Affiliate
(other than by an Affiliate) in a transaction or a chain of transactions not involving any public
offering, shall, until one year after the last date on which either the Company or any Affiliate of
the Company was an owner of such Note, in each case, be in certificated form and subject to the
restrictions on transfer and bear a legend pursuant to Section 2.06(i)(i). The Registrar shall
retain copies of all letters, notices and other written communications received pursuant to
Sections 2.03 and 2.05 of this Indenture. The Company, at its sole cost and expense, shall have
the right to inspect and make copies of all such letters, notices or other written communications
at any reasonable time upon the giving of reasonable written notice to the Registrar.




          (i) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




               (i) Private Placement Legend.




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




-29-












 






“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (a) IT IS
A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
(A “QIB”) OR (b) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE NOTE EVIDENCED HEREBY
IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT
(a) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (b) INSIDE THE UNITED STATES TO A QIB
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (e) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON
TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
(e)(iii), (f) or (g) to this Section 2.06 (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement Legend.



          (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form:




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”



          (j) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for



-30-









 







Definitive Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note shall be increased
accordingly and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.



          (k) General Provisions Relating to Transfers and Exchanges.




          (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or
at the Registrar’s request.




          (ii) No service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).




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




          (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.




          (v) The Company shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days before the
day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the day of selection, (B) to register the transfer of or to exchange
any Note so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (C) to register the transfer of or to exchange a Note
between a record date and the next succeeding Interest Payment Date.




          (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Company shall be affected by notice to the contrary.




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




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



-31-









 





               Section 2.07. Replacement Notes.



          If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate, upon receipt of an Authentication Order, a replacement Security. If required by the
Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of
the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar
and any co-registrar from any loss which any of them may suffer if a Note is replaced. The Company
and the Trustee may charge the Holder for their expenses in replacing a Note.



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



               Section 2.08. Outstanding Notes.



          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and
those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the
Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(b) hereof.



          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona
fide purchaser.



          If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding and interest on it ceases to accrue.



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



               Section 2.09. Treasury Notes.



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



               Section 2.10. Temporary Notes.



          Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary



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Notes shall be substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.



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



               Section 2.11. Cancellation.



          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of such Notes
in its customary manner (subject to the record retention requirements of the Exchange Act) all
Notes surrendered for registration of transfer, exchange, payment or cancellation and deliver a
certificate of such disposition to the Company upon request, unless the Company directs the Trustee
to deliver canceled Notes to the Company. Certification of the disposition of all canceled Notes
shall be delivered to the Company upon request. The Company may not issue new Notes to replace
Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.



               Section 2.12. Defaulted Interest.



          If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Company shall fix or cause to be fixed each such special record date and
payment date, provided that no such special record date shall be less than 10 days prior to
the related payment date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.



               Section 2.13. CUSIP Numbers.



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



               Section 2.14. Issuance of Additional Notes.



          The Company shall be entitled, subject to its compliance with Section 4.09, to issue
Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued
on the Issue Date, other than with respect to the date of issuance and issue price. The Initial
Notes issued on the Issue Date, any Additional Notes and all Exchange Notes or Private Exchange
Notes issued in exchange therefor shall be treated as a single class for all purposes under this
Indenture.



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




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




     (b) the issue price, the issue date and the CUSIP number of such Additional Notes;
provided that no Additional Notes may be issued at a price that would cause such
Additional Notes to have “original issue discount” within the meaning of Section 1273 of the
Code; and




     (c) whether such Additional Notes shall be transfer restricted notes and issued in the
form of Initial Notes as set forth in Section 2.02 this Indenture or shall be issued in the
form of Exchange Notes.



ARTICLE 3.




REDEMPTION AND PREPAYMENT




               Section 3.01. Notices to Trustee.



          If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.



               Section 3.02. Selection of Notes To Be Redeemed.



          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes
in compliance with the requirements of the principal national securities exchange, if any, on which
the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers appropriate.



          The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in integral multiples of $1,000; except
that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed. No Note may be redeemed
in part if such redemption would result in its face value being less than $2,000. Except as
provided in the preceding sentence, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be redeemed.



               Section 3.03. Notice of Redemption.



          Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s registered
address;



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provided that in the latter case the Trustee shall be given at least five (5) days notice prior
to sending the notice of redemption.



          The notice shall identify the Notes to be redeemed, including applicable CUSIP numbers, and
shall state:




     (a) the redemption date;




     (b) the redemption price;




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




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




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




     (f) that, unless the Company defaults in making such redemption payment or the Paying
Agent is prohibited from making such payment pursuant to the terms of this Indenture,
interest on Notes called for redemption ceases to accrue on and after the redemption date;




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




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



          At the Company’s request, the Trustee shall give the notice of redemption as prepared by the
Company in the Company’s name and at its expense.



               Section 3.04. Effect of Notice of Redemption.



          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price stated
in the notice. A notice of redemption may not be conditional.



               Section 3.05. Deposit of Redemption Price.



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



          If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be paid to the Person in
whose name such Note was



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registered at the close of business on such record date. If any Note called for redemption shall
not be so paid upon surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date
until such principal is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.



               Section 3.06. Notes Redeemed in Part.



          Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the
Company’s written request, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.



               Section 3.07. Optional Redemption.



          (a) On and after October 1, 2013, the Company shall have the option to redeem all or part of
the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes redeemed, to
the applicable redemption date, if redeemed during the twelve-month period beginning on October 1
of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	103.563	%
	2014
	 	 	102.375	%
	2015
	 	 	101.188	%
	2016 and thereafter
	 	 	100.000	%






          (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time on or prior
to October 1, 2011, the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of the Notes originally issued at a redemption price equal to 107.125% of the
aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the redemption date with the net cash proceeds of one or more Public Equity
Offerings provided that:




          (i) at least 65% of the aggregate principal amount of the Notes originally issued
remains outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company or any of its Subsidiaries); and




          (ii) the redemption occurs within 90 days of the date of the closing of such Public
Equity Offering.



          (c) At any time prior to October 1, 2013, all or part of the Notes may also be redeemed at the
option of the Company, at a redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages thereon, if any,
to the date of redemption (the “Redemption Date”).



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



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               Section 3.08. Mandatory Redemption.



          The Company shall not be required to make mandatory redemption payments with respect to the
Notes.



               Section 3.09. Offer To Purchase by Application of Excess Proceeds.



          In the event that, pursuant to Section 4.10 hereof, the Company shall be required to commence
an offer to all Holders (and to holders of other Senior Subordinated Indebtedness of the Company
designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of
the Company) (an “Asset Sale Offer”), it shall follow the procedures specified below.



          The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer
Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less
than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer.
Payment for any Notes so purchased shall be made in the same manner as interest payments are made.



          If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Note is registered at the close of business on such record date, and no additional interest shall
be payable to Holders who tender Notes pursuant to the Asset Sale Offer.



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




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




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




     (c) that any Note not tendered or accepted for payment shall continue to accrete or
accrue interest;




     (d) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the
Purchase Date;




     (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes in an amount equal to or greater than $2,000 purchased in integral
multiples of $1,000 and in the case of Notes with a face amount of less than $2,000, the
full face amount of such Notes;




     (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company,



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a depositary, if appointed by the Company, or a Paying Agent at the address specified
in the notice at least three days before the Purchase Date;




     (g) that Holders shall be entitled to withdraw their election if the Company, the
depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note purchased;




     (h) that, if the aggregate principal amount of Notes surrendered by Holders and other
Senior Subordinated Indebtedness tendered exceeds the Offer Amount, the Company shall select
the Notes and such other Senior Subordinated Indebtedness to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Company so that only Notes
in integral multiples of $1,000, and in the case of Notes with a face amount of less than
$2,000, the full face amount of such Notes, shall be purchased); and




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



          On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the terms of this
Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note
to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.
Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.



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



ARTICLE 4.




COVENANTS




               Section 4.01. Payment of Notes.



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



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          The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to
the extent lawful.



               Section 4.02. Maintenance of Office or Agency.



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



          The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.



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



               Section 4.03. Reports.



          (a) Whether or not required by the Commission, so long as any Notes are outstanding, the
Company shall furnish to the Holders of Notes (i) all quarterly and annual financial information
that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if
the Company were required to file such forms, including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and, with respect to the annual information only, a
report on the annual consolidated financial statements by the Company’s independent registered
public accounting firm and (ii) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports, in each case, within the
time periods specified in the Commission’s rules and regulations. In addition, whether or not
required by the Commission, the Company shall file a copy of all the information and reports
referred to in clauses (i) and (ii) hereof with the Commission for public availability within the
time periods specified in the Commission’s rules and regulations (unless the Commission will not
accept such a filing) and make such information available to securities analysts and prospective
investors upon request.



          (b) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish
to the Holders and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.



          (c) Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information
contained therein, including the Company’s



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compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).



               Section 4.04. Compliance Certificate.



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



               Section 4.05. Taxes.



          The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by appropriate proceedings or where the failure to effect such payment would not
reasonably be expected to be materially adverse to the interests of the Holders of the Notes.



               Section 4.06. Stay, Extension and Usury Laws.



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



               Section 4.07. Restricted Payments.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly: (i) declare or pay any dividend or make any other payment or distribution on account
of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company or any
of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or
distributions payable in (A) Equity Interests (other than Disqualified Stock) of the Company or (B)
to the Company or a Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company (other than such Equity
Interests owned by the Company or any of its Restricted Subsidiaries); (iii) make any payment on or
with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments
and other actions set forth in clauses (i) through (iv) above being collectively referred to as
“Restricted Payments”), unless, at the time of and after giving effect to such Restricted
Payment:




     (a) no Default shall have occurred and be continuing or would occur as a consequence of
such Restricted Payment; and



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     (b) the Company would, after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof, and




     (c) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after March 8, 2004 (excluding
Restricted Payments permitted by clauses (ii) through (viii) of the next succeeding
paragraph), is less than the sum, without duplication, of:




          (i) 50% of the Consolidated Net Income of the Company for the period (taken as one
accounting period) from April 1, 2001 to the end of the Company’s most recently ended fiscal
quarter for which internal financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus




          (ii) 100% of the aggregate net cash proceeds received by the Company since July 30,
2001 as a contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) or from the issue or sale of
convertible or exchangeable Disqualified Stock or convertible or exchangeable debt
securities of the Company that have been converted into or exchanged for such Equity
Interests (other than Equity Interests, Disqualified Stock or debt securities) sold to a
Subsidiary of the Company), plus




          (iii) to the extent that any Restricted Investment that was made after July 30, 2001 is
sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, the lesser
of (A) such cash (less the cost of disposition, if any) and (B) the amount of such
Restricted Investment plus 50% of the amount by which the cash received (less the cost of
disposition, if any) exceeds the amount of such Restricted Investment (to the extent not
already included in Consolidated Net Income), plus




          (iv) to the extent that any Unrestricted Subsidiary of the Company is redesignated as a
Restricted Subsidiary after the date of this Indenture, the lesser of (A) the fair market
value of the Company’s Investment in such Subsidiary as of the date of such redesignation
and (B) such fair market value as of the date on which such Subsidiary was originally
designated as an Unrestricted Subsidiary.



          The preceding provisions will not prohibit: (i) the payment of any dividend or distribution
on, or redemption of, Equity Interests, within 60 days after the date of declaration or notice
thereof, if at the date of declaration or the giving of such notice the payment would have complied
with the provisions of this Indenture, (ii) any Restricted Payment made in exchange for, or made
out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock),
provided that the amount of any such net cash proceeds that are utilized for any such
Restricted Payment will be excluded from clause (c) (ii) of the preceding paragraph; (iii) the
defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company
or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness; (iv) the payment of any dividend or other payment or distribution by a Restricted
Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; (v)
repurchases of Equity Interests deemed to occur upon exercise of stock options if those Equity
Interests represent all or a portion of the exercise price of those options; (vi) the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests of the Company or
any Restricted Subsidiary of the Company (in the event such Equity Interests are not owned by the
Company or any of its Restricted Subsidiaries)



-41-









 







in an amount not to exceed $15.0 million in any fiscal year (with amounts not being
used in any fiscal year being carried-forward to the succeeding two fiscal years), so long as no
Default has occurred and is continuing or would be caused thereby; (vii) the purchase by the
Company of fractional shares arising out of stock dividends, splits or combinations or business
combinations; (viii) distributions or payments of Receivables Fees; or (ix) Restricted Payments not
to exceed $75.0 million under this clause (ix) in the aggregate, plus, to the extent
Restricted Payments made pursuant to this clause (ix) are Investments made by the Company or any of
its Restricted Subsidiaries in any Person and such Investment is sold for cash or otherwise
liquidated or repaid, purchased or redeemed for cash, an amount equal to the lesser of (A) such
cash (less the cost of disposition, if any) and (B) the amount of such Restricted Payment,
provided, that (x) at the time of such Restricted Payment, no Default shall have occurred
and be continuing (or result therefrom) and (y) the amount of such cash will be excluded from
clause (c)(iv) of the preceding paragraph.



          The amount of all Restricted Payments (other than cash) will be the fair market value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors of the Company whose determination shall
be conclusive.



               Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or permit to exist or become effective any consensual encumbrance or restriction
on the ability of any of its Restricted Subsidiaries to: (i) pay dividends or make any other
distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits and payable to the
Company and any of its Restricted Subsidiaries, or pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted
Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries.



          However, the preceding restrictions will not apply to encumbrances or restrictions existing
under or by reason of: (1) any agreement in effect or entered into on the date of this Indenture,
including agreements governing Existing Indebtedness as in effect on the date of this Indenture and
any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those agreements, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacement or
refinancings are not materially less favorable, taken as a whole, with respect to such dividend and
other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Subsidiary Guarantees; (3) applicable law and any applicable
rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than the Person, or the property or
assets of the Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary
non-assignment provisions in leases, licenses or contracts entered into in the ordinary course of
business; (6) purchase money obligations that impose restrictions on that property of the nature
described in clause (iii) of the preceding paragraph; (7) any agreement for the sale or other
disposition of assets, including, without limitation, customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of
Capital Stock or assets of that Subsidiary; (8) Permitted Refinancing Indebtedness,
provided that the



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restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are
not materially less favorable, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced; (9) Liens that limit the right of the debtor to dispose of the
assets subject to such Liens; (10) customary provisions in joint venture agreements, asset sale
agreements, stock sale agreements and other similar agreements entered into in the ordinary course
of business; (11) any such encumbrance or restriction with respect to a Foreign Subsidiary pursuant
to an agreement governing Indebtedness incurred by such Foreign Subsidiary; (12) restrictions on
cash or other deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business; (13) any agreement governing the terms of any Indebtedness incurred
pursuant to clause (i) of Section 4.09 hereof, provided, that (i) either (x) the
encumbrance or restriction applies only in the event of and during the continuance of a payment
default or a default with respect to a financial covenant contained in such Indebtedness or
agreement or (y) the Company determines that, at the time any such Indebtedness is incurred (and at
the time of any modification of the terms of any such encumbrance or restriction), any such
encumbrance or restriction will not materially affect the Company’s ability to make principal or
interest payments on the Notes and (ii) the encumbrance or restriction is not materially more
disadvantageous to the Holders of the Notes than is customary in comparable financings or
agreements (as determined by the Company in good faith); and (14) restrictions created in
connection with any Receivables Facility that, in the good faith determination of the Board of
Directors of the Company, are necessary or advisable to effect that Receivables Facility.



               Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company shall not, and shall not permit any Guarantor to, issue
any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares
of preferred stock, provided that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Company’s Restricted Subsidiaries may incur Indebtedness
(including Acquired Debt) or issue preferred stock, in each case, if the Fixed Charge Coverage
Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock
had been issued, as the case may be, at the beginning of such four-quarter period.



          The first paragraph of this Section 4.09 shall not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by
the Company and any of its Restricted Subsidiaries of Indebtedness and letters of credit under
Credit Facilities in an aggregate principal amount at any one time outstanding under this clause
(i) (with letters of credit being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of
(A) $1,700.0 million or (B) the amount of the Borrowing Base as of the date of such incurrence;
(ii) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;
(iii) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and
the related Subsidiary Guarantees to be issued, in the case of the Notes, on the date of this
Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the
Registration Rights Agreement; (iv) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case, incurred for the purpose of financing all or any part of
the purchase price or cost of construction or improvement of property, plant or equipment used in
the business of the Company or such Restricted Subsidiary, in an aggregate principal amount,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred



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pursuant to this clause (iv), not to exceed the greater of (A) $90.0 million at any time
outstanding or (B) 3.0% of Consolidated Net Tangible Assets; (v) the incurrence by the Company or
any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
net proceeds of which are used to refund, refinance or replace Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first
paragraph of this covenant or clauses (ii), (iii), (iv), (v) or (xi) of this paragraph; (vi) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness owing to the
Company, any of its Restricted Subsidiaries or any Accounts Receivable Entity, provided
that: (A) if the Company or any Guarantor is the obligor on any such Indebtedness owing to any
Restricted Subsidiary, such Indebtedness must be expressly subordinated to the prior payment in
full in cash of all Obligations with respect to the Notes, in the case of the Company, or the
Subsidiary Guarantee, in the case of a Guarantor; and (B) (I) any subsequent issuance or transfer
of Equity Interests that results in any such Indebtedness being held by a Person other than the
Company or a Restricted Subsidiary of the Company or an Accounts Receivable Entity and (II) any
sale or other transfer of any such Indebtedness to a Person that is not the Company, a Restricted
Subsidiary of the Company or an Accounts Receivable Entity shall be deemed, in each case, to
constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the
case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any
of its Restricted Subsidiaries of Hedging Obligations; (viii) the guarantee by the Company or any
of the Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this Section 4.09; (ix)
Obligations in respect of performance, bid and surety bonds and completion guarantees provided by
the Company or any Restricted Subsidiary in the ordinary course of business; (x) Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business, provided,
that such Indebtedness is extinguished within five Business Days of its incurrence; and (xi) the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an
aggregate principal amount (or accreted value, as applicable) which, when taken together with all
other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the date of such
incurrence and incurred pursuant to this clause (xi) does not exceed $75.0 million.



          For purposes of determining compliance with this Section 4.09, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (i) through (xi) of the preceding paragraph, or is entitled to be incurred
pursuant to the first paragraph of this Section 4.09, the Company will be permitted to divide and
classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this Section 4.09.
Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will be deemed to have been incurred on such date in reliance on
the exception provided by clause (i) of the definition of Permitted Debt.



          Accrual of interest and dividends, accretion or amortization of original issue discount and
changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations
in foreign currency exchange rates or interest rates or by reason of fees, indemnities and
compensation payable thereunder, will not be deemed to be an incurrence of Indebtedness or an
issuance of preferred stock for purpose of this Section 4.09.



          For purposes of determining compliance with any U.S. dollar denominated restriction on the
incurrence of Indebtedness where the Indebtedness incurred is denominated in a currency other than
U.S. dollars, the amount of such Indebtedness will be the U.S. Dollar Equivalent of such
Indebtedness determined on the date of incurrence, provided, that if any such Indebtedness
denominated in a currency other than U.S. dollars is subject to a Currency Agreement with respect
to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness,
the amount of such Indebtedness



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expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount
of any Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness being
refinanced will be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the
extent that (i) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which
case the Permitted Refinancing Indebtedness will be determined in accordance with the preceding
sentence, and (ii) the principal amount of the Permitted Refinancing Indebtedness exceeds the
principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of
such excess will be determined on the date such Permitted Refinancing Indebtedness is incurred.



               Section 4.10. Asset Sales.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to consummate
an Asset Sale unless: (i) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair market value of the assets
or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the
consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the
form of cash or Cash Equivalents.



          For purposes of this provision, each of the following will be deemed to be cash or Cash
Equivalents: (a) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most
recent balance sheet, of the Company or any Restricted Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets and the lender releases the
Company or such Restricted Subsidiary from further liability; and (b) any securities, notes or
other obligations received by the Company or any such Restricted Subsidiary from such transferee
that are promptly converted by the Company or such Restricted Subsidiary into cash or Cash
Equivalents, to the extent of the cash or Cash Equivalents received in that conversion.



          Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the
Restricted Subsidiaries, as the case may be, may apply an amount equal to such Net Proceeds at its
option:




     (1) to repay any Senior Debt of the Company or any of its Restricted Subsidiaries;




     (2) to acquire (or enter into a binding agreement to acquire, provided that
such commitment shall be subject only to customary conditions (other than financing) and
such acquisition shall be consummated within 180 days after the end of such 365 day period)
the assets of, or a majority of the Voting Stock of, a Permitted Business or the minority
interest in any Restricted Subsidiary;




     (3) to make a capital expenditure; or




     (4) to acquire (or enter into a binding agreement to acquire, provided that
such commitment shall be subject only to customary conditions (other than financing) and
such acquisition shall be consummated within 180 days after the end of such 365 day period)
other long-term assets that are used or useful in a Permitted Business.



          If an amount equal to the Net Proceeds from Asset Sales is not applied or invested as provided
in the preceding paragraph such amount will constitute “Excess Proceeds.” When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer to
holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company
designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company)
pursuant to



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and subject to the conditions contained in this Indenture (the “Asset Sale
Offer”). The Company shall purchase Notes tendered pursuant to the Asset Sale Offer at a
purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated
Indebtedness of the Company was issued with significant original issue discount, 100% of the
accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such
other Senior Subordinated Indebtedness of the Company, such lesser price, if any, as may be
provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the
procedures (including prorating in the event of oversubscription) set forth in this Indenture (the
“Asset Sale Offer Price”). If the aggregate purchase price of the securities tendered
exceeds the Net Proceeds allotted to their purchase, the Company will select the securities to be
purchased on a pro rata basis but in round denominations, which in the case of the Notes will be in
multiples of $1,000 and, in the case of Notes with a face amount of less than $2,000, the full face
amount of such Notes. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.



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



               Section 4.11. Transactions with Affiliates.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
(each, an “Affiliate Transaction”), unless: (a) the Affiliate Transaction is on terms that
are not materially less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and (b) the Company delivers to the Trustee: (i) with respect
to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $10.0 million, a resolution of the Board of Directors of the Company set
forth in an officers’ certificate certifying that such Affiliate Transaction complies with this
Section 4.11 and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company; and (ii) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $25.0 million, the Board of Directors of the Company shall also have received a
written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction
is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or not
materially less favorable to the Company and its Restricted Subsidiaries than could reasonably be
expected to be obtained at the time in an arm’s-length transaction with a Person who was not an
Affiliate.



          Notwithstanding the foregoing, the following items will not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of the prior paragraph:




     (1) any employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business of the Company or such Restricted
Subsidiary;




     (2) transactions between or among the Company and/or its Restricted Subsidiaries;



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     (3) transactions with a Person that is an Affiliate of the Company solely because the
Company owns an Equity Interest in, or controls, such Person;




     (4) payment of reasonable directors fees;




     (5) the issuance or sale of Equity Interests (other than Disqualified Stock) of the
Company;




     (6) the pledge of Equity Interests of Unrestricted Subsidiaries to support the
Indebtedness thereof;




     (7) Restricted Payments that are permitted by the provisions of Section 4.07 of this
Indenture; and




     (8) transfers of accounts receivable, or participations therein, in connection with any
Receivables Facility.



               Section 4.12. Limitation on Liens.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create,
incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any
property or assets of the Company or any Restricted Subsidiary of the Company, owned as of the date
of this Indenture or acquired after such date, which secures Indebtedness that ranks pari passu
with or subordinate to the Notes or any Subsidiary Guarantee unless: (i) if such Lien secures
Indebtedness which is pari passu with the Notes or any Subsidiary Guarantee, then the Notes or such
Subsidiary Guarantee, as applicable, are secured on an equal and ratable basis with the
Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien, or
(ii) if such Lien secures Indebtedness, which is subordinated to the Notes or any Subsidiary
Guarantee, any such Lien shall be subordinated to a Lien granted to the holders of the Notes in the
same collateral as that securing such Lien to the same extent as such subordinated Indebtedness is
subordinated to the Notes or such Subsidiary Guarantee, as applicable.



               Section 4.13. Designation of Restricted and Unrestricted Subsidiaries.



          The Board of Directors of the Company may designate any Restricted Subsidiary of the Company
to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted
Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market
value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated shall be deemed to be an Investment made as of the time of the
designation. That designation shall only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary of the Company otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Company if the redesignation would not cause a
Default.



               Section 4.14. Corporate Existence.



          Subject to Section 4.10 and Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate existence, and the
corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance
with the respective organizational documents (as the same may be amended from time to time) of the
Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided that the Company shall
not be required to preserve any



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such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries, if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.



               Section 4.15. Offer To Repurchase Upon Change of Control.



          (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or, if
greater, an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder stating: (1) that
the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered
will be accepted for payment; (2) the purchase price and the purchase date, which shall be no
earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change
of Control Payment Date”); (3) that any Note not promptly tendered will continue to accrue
interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue
interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the
form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the
Paying Agent at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close of business on the
second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing his election to have the
Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $2,000 in principal amount or, if greater, an integral
multiple of $1,000. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable as a result of the repurchase of Notes as a result of a Change of
Control. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to a Change of Control Offer, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Indenture by virtue of such conflict.



          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control
Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof properly tendered and (3) deliver or cause to be delivered
to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying
Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for the
Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered by such Holder, if any; provided, that each such new Note shall be in a
principal amount of $2,000 or, if greater, an integral multiple of $1,000. Prior to complying with
any of the provisions of this Section 4.15, but in any event within 90 days following a Change of
Control, the Company will either repay all outstanding Senior Debt
or obtain the requisite consents, if any, under all agreements governing outstanding Senior
Debt to permit



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the repurchase of Notes required by this covenant. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.



          (c) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be
required to make a Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes properly tendered and not withdrawn under such Change of Control
Offer.



               Section 4.16. Anti-Layering.



          The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the
Company and senior in any respect in right of payment to the Notes. No Guarantor shall incur,
create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any
respect in right of payment to such Guarantor’s Subsidiary Guarantee.



               Section 4.17. Additional Subsidiary Guarantees.



          The Company shall not permit any of its Restricted Subsidiaries that are Domestic
Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of
any other Indebtedness of the Company under the Credit Agreement unless such Restricted Subsidiary
simultaneously executes and delivers to the Trustee a supplemental indenture, in form and substance
reasonably satisfactory to the Trustee, pursuant to which such Restricted Subsidiary shall
guarantee all of the Company’s obligations under the Notes, which Guarantee shall be senior to or
pari passu with such Subsidiary’s Guarantee of or pledge to secure such other Indebtedness unless
such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be
subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated
to such Senior Debt. The form of such Guarantee is attached as Exhibit D hereto.



               Section 4.18. Payments for Consent.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



               Section 4.19. Fall-Away Covenants.



          Following the first day that the Notes have an Investment Grade Rating from both of the Rating
Agencies and no Default has occurred and is continuing under this Indenture, the Company and its
Restricted Subsidiaries shall not be subject to the covenants contained in Sections 4.07, 4.08,
4.09, 4.10, 4.11 and 5.01 (but only clause (iv) of such covenant) (collectively, the “Fall-Away
Covenants”) and the Fall-Away Covenants shall not be subject to reinstatement for any reason.




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ARTICLE 5.




SUCCESSORS





          Section 5.01. Merger, Consolidation, or Sale of Assets.



          The Company shall not, directly or indirectly, consolidate or merge with or into another
Person (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey
or otherwise dispose of all or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person
unless: (i) either the Company is the surviving corporation or the Person formed by or surviving
any such consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, conveyance or other disposition shall have been made is a corporation organized or
existing under the laws of the United States, any state thereof or the District of Columbia (any
such Person, the “Successor Company”), (ii) the Successor Company assumes all the obligations of
the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to
agreements reasonably satisfactory to the Trustee, (iii) immediately after such transaction no
Default exists and (iv) the Company or the Successor Company shall, on the date of such transaction
after giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof. The foregoing clause (iv) shall not prohibit (A) a merger
between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and
an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of
the United States, so long as, the amount of Indebtedness of the Company and its Restricted
Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more related transactions, to
any other Person. The provisions of this Section 5.01 shall not be applicable to a sale,
assignment, transfer, conveyance or other disposition of assets between or among the Company and
any of the Guarantors.





          Section 5.02. Successor Company Substituted.



          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of the Company in
accordance with Section 5.01 hereof, the Successor Company shall succeed to, and be substituted for
(so that from and after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the
Successor Company and not to the Company), and may exercise every right and power of the Company
under this Indenture with the same effect as if such successor Person had been named as the Company
herein; provided that the predecessor Company shall not be relieved from the obligation to
pay the principal of and interest and Liquidated Damages, if any, on the Notes except in the case
of a sale, assignment, transfer, conveyance or other disposition of all of the Company’s properties
or assets that meets the requirements of Section 5.01 hereof.




ARTICLE 6.




DEFAULTS AND REMEDIES




               Section 6.01. Events of Default.



          An “Event of Default” occurs if:





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     (a) the Company defaults in the payment when due of interest on, or Liquidated Damages,
if any, with respect to, the Notes and such default continues for a period of 30 days,
whether or not such payment shall be prohibited by Article 10 hereof;




     (b) the Company defaults in the payment when due of principal of, or premium, if any,
on the Notes when the same becomes due and payable at maturity, upon redemption (including
in connection with an offer to purchase) or otherwise, whether or not such payment shall be
prohibited by Article 10 hereof;




     (c) the Company fails to comply with any of the provisions of Section 5.01 hereof;




     (d) the Company or any of its Restricted Subsidiaries fails to comply with (x) any of
the provisions of Sections 4.07, 4.09, 4.10 or 4.15 hereof for a period of 30 days or (y)
any of the provisions of Section 4.03 hereof for a period of 90 days, after receipt of
notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then outstanding voting as a single
class;




     (e) the Company or any of its Restricted Subsidiaries fails to observe or perform any
other covenant or other agreement in this Indenture for 60 days after notice to the Company
by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class;




     (f) a default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries (or
the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries that
are Significant Subsidiaries), whether such Indebtedness or guarantee now exists, or is
created after the date of this Indenture, which default is caused by a failure to pay
principal at its stated maturity after giving effect to any applicable grace period provided
in such Indebtedness (a “Payment Default”) or results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such Indebtedness under
which there has been a Payment Default or the maturity of which has been so accelerated,
aggregates $60.0 million or more;




     (g) a final judgment or final judgments for the payment of money are entered by a court
or courts of competent jurisdiction against the Company or any of its Restricted
Subsidiaries, and such judgment or judgments remain not paid, discharged or stayed for a
period of 60 days, provided that the aggregate of all such not paid, discharged or
stayed judgments exceeds $60.0 million;




     (h) the Company or any of its Restricted Subsidiaries that are Significant
Subsidiaries:




          (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 of it or for all or substantially all
of its property,



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




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




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




          (i) is for relief against the Company or any of its Restricted Subsidiaries that are
Significant Subsidiaries in an involuntary case;




          (ii) appoints a custodian of the Company or any of its Restricted Subsidiaries that are
Significant Subsidiaries or for all or substantially all of the property of the Company or
any of its Restricted Subsidiaries that are Significant Subsidiaries; or




          (iii) orders the liquidation of the Company or any of its Restricted Subsidiaries that
are Significant Subsidiaries;




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




     (j) except as permitted by this Indenture, any Subsidiary Guarantee is held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee.




               Section 6.02. Acceleration.



          If any Event of Default (other than an Event of Default specified in clause (h) or (i) of
Section 6.01 hereof with respect to the Company or any of its Restricted Subsidiaries that are
Significant Subsidiaries) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the Notes shall become due and payable immediately. Upon
any such declaration the Notes shall become due and payable immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with
respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, all
outstanding Notes shall be due and payable immediately without further action or notice. The
Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice
to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if
the recission would not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.





               Section 6.03. Other Remedies.



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




          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




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               Section 6.04. Waiver of Past Defaults.



          Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to
the Trustee may on behalf of the Holders of all of the Notes waive an existing Default and its
consequences hereunder, except a continuing Default in the payment of the principal of, Liquidated
Damages, if any, or interest on, the Notes (other than the non-payment of principal of or interest
or Liquidated Damages, if any, on the Notes that became due solely because of the acceleration of
the Notes) (provided that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration). Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.





               Section 6.05. Control by Majority.



          Holders of a majority in principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines may be prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in personal liability.





               Section 6.06. Limitation on Suits.



          A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:





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




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




     (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;




     (d) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and




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



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





               Section 6.07. Rights of Holders of Notes To Receive Payment.



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




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               Section 6.08. Collection Suit by Trustee.



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





               Section 6.09. Trustee May File Proofs of Claim.



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





               Section 6.10. Priorities.



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





     First: to the Trustee, its agents and attorneys for amounts due under Section
7.07 hereof, including payment of all compensation, expense and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses of collection;




     Second: subject to the provisions of Article 10 hereof, to Holders of Notes
for amounts due and unpaid on the Notes for principal, premium and Liquidated Damages, if
any, and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any
and interest, respectively; and




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



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





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               Section 6.11. Undertaking for Costs.



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




ARTICLE 7.




TRUSTEE





               Section 7.01. Duties of Trustee.



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




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





          (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




          (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, with respect to certificates or opinions specifically required to be
furnished to it hereunder, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.



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





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




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




          (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.



          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.





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




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





               Section 7.02. Rights of Trustee.



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




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The
Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.




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




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




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




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




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




          (h) In no event shall the Trustee be responsible or liable for special, indirect or
consequential loss or damage of any kind whatsoever (including, but no limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.




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




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               Section 7.03. Individual Rights of Trustee.



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





               Section 7.04. Trustee’s Disclaimer.



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





               Section 7.05. Notice of Defaults.



          If a Default or Event of Default occurs and is continuing and (a) if it is actually known to a
Responsible Officer of the Trustee or (b) unless written notice of any event which is in fact such
a Default is received by the Trustee at the Corporate Trust Office of the Trustee and such notice
references the Notes and this Indenture, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case of a Default or
Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee
may withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the Notes.





               Section 7.06. Reports by Trustee to Holders of the Notes.



          Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no
event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date,
no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee
shall also transmit by mail all reports as required by TIA § 313(c).




          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to
the Company and filed with the Commission and each stock exchange on which the Notes are listed in
accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange or delisted therefrom.





               Section 7.07. Compensation and Indemnity.



          Each of the Company and the Guarantors, jointly and severally, shall pay to the Trustee as
agreed upon from time to time in writing reasonable compensation for its acceptance of this
Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for




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its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.




          Each of the Company and the Guarantors, jointly and severally, shall fully indemnify the
Trustee against any and all losses, liabilities, claims, damages or expenses incurred by it,
without negligence, willful misconduct or bad faith, arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses
of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense has been caused by its own negligence, willful misconduct or bad faith.
The Trustee shall notify the Company promptly of any claim of which it has received notice for
which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall
reasonably cooperate in the defense. The Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee
through its own negligence, willful misconduct or bad faith.




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




          To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction
and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.




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





               Section 7.08. Replacement of Trustee.



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




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





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




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




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



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     (d) the Trustee becomes incapable of acting.



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




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




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




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, provided all sums owing to the Trustee hereunder have been paid and
subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.





               Section 7.09. Successor Trustee by Merger, etc.



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





               Section 7.10. Eligibility; Disqualification.



          There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.




          This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1)
and (2). The Trustee is subject to TIA § 310(b).





               Section 7.11. Preferential Collection of Claims Against Company.



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




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ARTICLE 8.




LEGAL DEFEASANCE AND COVENANT DEFEASANCE





               Section 8.01. Option To Effect Legal Defeasance or Covenant Defeasance.



          The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8. If the Company exercises its option under this Section 8.01 with respect to either
Section 8.02 or 8.03, each Guarantor will be released from all of its obligations with respect to
its Guarantee.





               Section 8.02. Legal Defeasance and Discharge.



          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04
hereof, and as more fully set forth in such Section, payments in respect of the principal of,
premium or Liquidated Damages, if any, and interest on such Notes when such payments are due, (b)
the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and
the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance
with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03 hereof.





               Section 8.03. Covenant Defeasance.



          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in Sections 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (iv) of Section
5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in
Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition,
upon the Company’s exercise under Section 8.01




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hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) through 6.01(f) hereof shall not constitute Events of Default.





               Section 8.04. Conditions to Legal or Covenant Defeasance.



          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes:




          In order to exercise either Legal Defeasance or Covenant Defeasance:





     (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in United States dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of, premium and
Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be;




     (b) in the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has
been a change in the applicable federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal Defeasance had
not occurred;




     (c) in the case of an election under Section 8.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not occurred;




     (d) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the incurrence of
Indebtedness all or a portion of the proceeds of which will be used to defease the Notes
pursuant to this Article 8 concurrently with such incurrence);




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




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



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




               Section 8.05.
Deposited Money and Government Securities To Be Held in Trust;
Other Miscellaneous Provisions.



          Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except to the extent required
by law.




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




          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof),
are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.





               Section 8.06. Repayment to Company.



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





               Section 8.07. Reinstatement.



          If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof




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until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the
Company makes any payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying Agent.




ARTICLE 9.




AMENDMENT, SUPPLEMENT AND WAIVER





               Section 9.01. Without Consent of Holders of Notes.



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





     (a) to cure any ambiguity, defect or inconsistency or to make a modification of a
formal, minor or technical nature or to correct a manifest error;




     (b) to provide for uncertificated Notes in addition to or in place of certificated
Notes or to alter the provisions of Article 2 hereof (including the related definitions) in
a manner that does not materially adversely affect any Holder;




     (c) to comply with Section 5.01 hereof;




     (d) to provide for the assumption of the Company’s or a Guarantor’s obligations to the
Holders of the Notes by a successor to the Company pursuant to Article 5 or hereof;




     (e) to add Guarantees with respect to the Notes or to secure the Notes;




     (f) to add to the covenants of the Company or any Guarantor for the benefit of the
Holders of the Notes or surrender any right or power conferred upon the Company or any
Guarantor;




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




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




     (i) to evidence and provide for the acceptance and appointment under this Indenture of
a successor Trustee pursuant to the requirements hereof; or




     (j) to provide for the issuance of exchange or private exchange notes.



          However, no amendment may be made to Article 10 of this Indenture or the conditions precedent
to Legal Defeasance and Covenant Defeasance set forth in clause (e) of Section 8.04 hereof, in each
case, that adversely affects the rights of any holder of Senior Debt of the Company or a Guarantor
then outstanding unless the holders of such Senior Debt (or their representative) consent to such
change.





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          Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company
and the Guarantors in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.





               Section 9.02. With Consent of Holders of Notes.



          Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including Section 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees
and the Notes with the consent of the Holders of at least a majority in principal amount of the
Notes (including Additional Notes, if any) then outstanding voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).
Without the consent of at least 75% in principal amount of the Notes then outstanding (including
consents obtained in connection with a tender offer or exchange offer for, or purchase of, such
Notes), no waiver or amendment to this Indenture may make any change in the provisions of Article
10 hereof that adversely affects the rights of any Holder of Notes. Section 2.08 hereof shall
determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.




          Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.




          It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof.




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





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




     (b) reduce the principal of or change the fixed maturity of any Note or alter or waive
any of the provisions with respect to the redemption of the Notes;




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




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




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




     (f) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or interest
or premium or Liquidated Damages, if any, on the Notes;




     (g) waive a redemption payment with respect to any Note;




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




     (i) make any change in the foregoing amendment and waiver provisions.




               Section 9.03. Compliance with Trust Indenture Act.



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





               Section 9.04. Revocation and Effect of Consents.



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





               Section 9.05. Notation on or Exchange of Notes.



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




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





               Section 9.06. Trustee To Sign Amendments, etc.



          The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this
Article 9 if the amendment or supplement does not affect the rights, duties, liabilities or
immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until
the Board of Directors approves it. In executing any amended or supplemental Indenture, the
Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, an Opinion of Counsel and and Officer’s Certificate each stating that the
supplemental Indenture is authorized or permitted by this Indenture in addition to the documents
required by Section 13.04 hereof.




ARTICLE 10.




SUBORDINATION





               Section 10.01.
Agreement To Subordinate.



          The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness
evidenced by the Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full in cash or Cash Equivalents of all Senior
Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.





               Section 10.02.
Liquidation; Dissolution; Bankruptcy.


          Upon any distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating
to the Company or its property, in an assignment for the benefit of creditors or any marshaling of
the Company’s assets and liabilities:





      (i) holders of Senior Debt shall be entitled to receive payment in full of all
Obligations due in respect of such Senior Debt (including interest after the commencement of
any such proceeding at the rate specified in the applicable Senior Debt) before Holders of
the Notes shall be entitled to receive any payment with respect to the Notes (except that
Holders may receive (A) Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof); and




      (ii) until all Obligations with respect to Senior Debt (as provided in clause (i)
above) are paid in full, any distribution to which Holders would be entitled but for this
Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive
(A) Permitted Junior Securities and (B) payments and other distributions made from any
defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear.



               Section 10.03.
Default on Designated Senior Debt.



          (a) The Company may not make any payment or distribution to the Trustee or any Holder in
respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder
any Notes for cash or property (other than (A) Permitted Junior Securities and (B) payments and




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other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been paid in full if:





      (i) a default in the payment of any principal (including reimbursement obligations in
respect of letters of credit) of, premium, if any, or interest on or commitment, letter of
credit or administrative fees relating to, Designated Senior Indebtedness occurs and is
continuing beyond any applicable period of grace; or




      (ii) a default, other than a payment default, on any series of Designated Senior Debt
occurs and is continuing that then permits holders of the Designated Senior Debt to
accelerate its maturity and the Trustee receives a notice of the default (a “Payment
Blockage Notice”) from the holders of any such Designated Senior Debt or their
representative. If the Trustee receives any such Payment Blockage Notice, no subsequent
Payment Blockage Notice shall be effective for purposes of this Section unless and until (A)
at least 360 days shall have elapsed since the delivery of the immediately prior Payment
Blockage Notice and (B) all scheduled payments of principal, interest and premium and
Liquidated Damages, if any, on the Notes that have come due have been paid in full in cash.
No nonpayment default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment
Blockage Notice unless such default shall have been cured or waived for a period of not less
than 180 days.



          (b) The Company shall resume payments on and distributions in respect of the Notes and may
acquire them upon the earlier of:





       (i) in the case of a default referred to in clause (i) of Section 10.03(a) hereof, the
date upon which the default is cured or waived, or




       (ii) in the case of a default referred to in clause (ii) of Section 10.03(a) hereof,
upon the earlier of the date on which such non-payment default is cured or waived or 179
days pass after the date on which the applicable Payment Blockage Notice is received, unless
the maturity of such Designated Senior Debt has been accelerated,


if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such
payment or acquisition.




               Section 10.04. Acceleration of Notes.



          If payment of the Notes is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Debt of the acceleration.




               Section 10.05. When Distribution Must Be Paid Over.



          In the event that the Trustee or any Holder receives any payment of any Obligations with
respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge
that such payment is prohibited by Section 10.03 hereof, such payment shall be held by the Trustee
or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon
written request, to, the holders of Senior Debt as their interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may
have been issued, as their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Debt.




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          With respect to the holders of Senior Debt, the Trustee undertakes to perform only such
obligations on the part of the Trustee as are specifically set forth in this Article 10, and no
implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over
or distribute to or on behalf of Holders or the Company or any other Person money or assets to
which any holders of Senior Debt shall be entitled by virtue of this Article 10, except if such
payment is made as a result of the willful misconduct or gross negligence of the Trustee.




               Section 10.06. Notice by Company.



          The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a payment of any Obligations with respect to the Notes to violate this
Article 10, but failure to give such notice shall not affect the subordination of the Notes to
the Senior Debt as provided in this Article 10.




               Section 10.07. Subrogation.



          After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes
shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to
the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that
otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a
payment by the Company on the Notes.




               Section 10.08. Relative Rights.



          This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt.
Nothing in this Indenture shall:





     (i) impair, as between the Company and Holders of Notes, the obligation of the Company,
which is absolute and unconditional, to pay principal of and interest on the Notes in
accordance with their terms;




     (ii) affect the relative rights of Holders of Notes and creditors of the Company other
than their rights in relation to holders of Senior Debt; or




     (iii) prevent the Trustee or any Holder of Notes from exercising its available remedies
upon a Default or Event of Default, subject to the rights of holders and owners of Senior
Debt to receive distributions and payments otherwise payable to Holders of Notes.



          If the Company fails because of this Article 10 to pay principal of or interest on a Note on
the due date, the failure is still a Default or Event of Default.




               Section 10.09. Subordination May Not Be Impaired by Company.



          No right of any holder of Senior Debt to enforce the subordination of the Indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the Company or any Holder
or by the failure of the Company or any Holder to comply with this Indenture.





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               Section 10.10. Distribution or Notice to Representative.



          Whenever a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.




          Upon any payment or distribution of assets of the Company referred to in this Article 10, the
Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction or upon any certificate of such Representative or of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10.




               Section 10.11. Rights of Trustee and Paying Agent.



          Notwithstanding the provisions of this Article 10 or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may
continue to make payments on the Notes, unless the Trustee shall have received at its Corporate
Trust Office at least five Business Days prior to the date of such payment written notice of facts
that would cause the payment of any Obligations with respect to the Notes to violate this Article
10. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof.




          The Trustee in its individual or any other capacity may hold Senior Debt with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights.




               Section 10.12. Authorization To Effect Subordination.



          Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee
on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s
attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at
least 30 days before the expiration of the time to file such claim, the Representatives are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the Notes.




               Section 10.13. Amendments.



          The provisions of this Article 10 shall not be amended or modified in a manner that adversely
affects the rights of any holder of Senior Debt without the written consent of the holder of such
Senior Debt (or their representative).




               Section 10.14. Trustee Not Fiduciary for Holders of Senior Indebtedness.



          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall in good faith
mistakenly pay over or distribute to Holders of the Notes or to the Company or to any other person
cash, property or securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article 10 or otherwise. With respect to such holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article 10 and no implied





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 covenants or obligations with respect to
holders of Senior Indebtedness shall be read into this Indenture against the Trustee.





     Section 10.15. Reliance on Judicial Order or Certificate of Liquidating Agent.



          Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 7.01, and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article.




ARTICLE 11.




SUBSIDIARY GUARANTEES





     Section 11.01. Guarantee.



          Subject to this Article 11, each of the Guarantors hereby, jointly and severally, guarantees
to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this Indenture, the
Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and
interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if
any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.




          Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture.




          If any Holder or the Trustee is required by any court or otherwise to return to the Company,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation
to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder,
this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force
and effect.






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          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.





     Section 11.02. Subordination of Subsidiary Guarantee.



          The Obligations of each Guarantor under its Subsidiary Guarantee pursuant to this Article 11
shall be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the
Notes are junior and subordinated to Senior Debt of the Company as set forth in Article 10 hereof.
Each Subsidiary Guarantee is made subject to the provisions of Article 10 hereof. For the purposes
of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.





     Section 11.03. Limitation on Guarantor Liability.



          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will,
after giving effect to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result in the obligations
of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or
conveyance.





     Section 11.04. Execution and Delivery of Subsidiary Guarantee.



          To evidence its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees
that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit D shall
be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee
and that this Indenture shall be executed on behalf of such Guarantor by its President or one of
its Vice Presidents.




          Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall
remain in full force and effect notwithstanding any failure to endorse on each Subsidiary a
notation of such Subsidiary Guarantee.




          If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is
endorsed, the Subsidiary Guarantee shall be valid nevertheless.




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




          In the event that the Company creates or acquires any new Domestic Restricted Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.16 hereof, the Company shall
cause such Domestic Restricted Subsidiaries to execute supplemental indentures to this Indenture
and Subsidiary Guarantees in accordance with Section 4.16 hereof and this Article 11, to the extent
applicable.





     Section 11.05. Guarantors May Consolidate, etc., on Certain Terms.



          Except as otherwise provided in Section 11.06, no Guarantor may consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another Person whether or not
affiliated with such Guarantor unless:





     (a) subject to Section 11.06 hereof, the Person formed by or surviving any such
consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes
all the obligations of such Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Notes, this Indenture and the
Subsidiary Guarantee on the terms set forth herein or therein; and




     (b) immediately after giving effect to such transaction, no Default or Event of Default
exists.



          In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture to be performed by
the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may
cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.




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





     Section 11.06. Release of Guarantors.



          The Guarantee of a Guarantor will be released and the Guarantor relieved of any Obligations
under its Guarantee:





     (1) in connection with any sale or other disposition of all or substantially all of the
assets of that Guarantor (including by way of merger or consolidation) to a Person that is
not (either before or after giving effect to such transaction) a Restricted Subsidiary of
the Company, if the sale or other disposition complies with Section 4.10 hereof;



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     (2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person
that is not (either before or after giving effect to such transaction) a Restricted
Subsidiary of Airgas, if the sale complies with Section 4.10 hereof;




     (3) upon the Legal Defeasance or Covenant Defeasance of the Notes in accordance with
the terms of Article 8 hereof;




     (4) if the Company designates such Guarantor as an Unrestricted Subsidiary in
accordance with the applicable provisions of the indenture; or




     (5) upon the release of such Guarantor from its Guarantee of the obligations under the
Credit Agreement.



ARTICLE 12.




SATISFACTION AND DISCHARGE





     Section 12.01. Satisfaction and Discharge.



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




          (1) either:





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




     (b) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or
otherwise or will become due and payable within one year and the Company or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and Liquidated Damages, if any, and accrued
interest to the date of maturity or redemption;




     (2) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit will not result in
a breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound;




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




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



-73-









 





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




          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions
of Section 12.02 and Section 8.06 shall survive such satisfaction and discharge.





     Section 12.02. Application of Trust Money.



          Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to
Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the
extent required by law.




          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01;
provided that if the Company has made any payment of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.




ARTICLE 13.




MISCELLANEOUS





     Section 13.01. Trust Indenture Act Controls.



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





     Section 13.02. Notices.



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




          If to the Company and/or any Guarantor:



Airgas, Inc.

259 North Radnor-Chester Road, Suite 100

Radnor, Pennsylvania 19087-5283

Telecopier No.: (610) 225-3271

Attention: Joseph Sullivan




-74-









 








          With a copy to:



Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019-7475

Telecopier No.: (212) 474-3700

Attention: Ronald Cami, Esq.




          If to the Trustee:



The Bank of New York

101 Barclay Street, Floor 8 West

New York, New York 10286

Telecopier No.: (212) 815-5707

Attention: Corporate Trust Administration




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




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




          Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.




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




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





     Section 13.03. Communication by Holders of Notes with Other Holders of Notes.



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





     Section 13.04. Certificate and Opinion as to Conditions Precedent.



          Upon any request or application by the Company to the Trustee to take any action under this
Indenture (other than with respect to the Initial Notes), the Company shall furnish to the Trustee:





     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that,
in the opinion



-75-









 







 of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




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




     Section 13.05. Statements Required in Certificate or Opinion.



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





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




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




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




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




     Section 13.06. Rules by Trustee and Agents.



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





     Section 13.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.



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





     Section 13.08. Governing Law.



          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
THE NOTES AND THE SUBSIDIARY GUARANTEES.





     Section 13.09. No Adverse Interpretation of Other Agreements.



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




-76-









 









     Section 13.10. Successors.



          All agreements of the Company in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section
11.05.





     Section 13.11. Severability.



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





     Section 13.12. Counterpart Originals.



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





     Section 13.13. Table of Contents, Headings, etc.



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





     Section 13.14. Waiver of Jury Trial.



          EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,
THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.





     Section 13.15. Force Majeure.



          In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.




[Signatures on following pages]




-77-









 






SIGNATURES




Dated as of June 10, 2008




	 	 	 	 	 
	 	AIRGAS, INC.,

 	 
	 	By:  	/s/ Joseph C. Sullivan	 
	 	 	Name: Joseph C. Sullivan	 
	 	 	Title: Vice President and Treasurer	 
	 	 	 	 
	 
	 	AIRGAS CARBONIC, INC.

AIRGAS DATA, LLC

AIRGAS-EAST, INC.

AIRGAS-GREAT LAKES, INC.

AIRGAS-INTERMOUNTAIN, INC.

AIRGAS-INVESTMENTS, INC.

AIRGAS MERCHANT GASES, LLC

AIRGAS MERCHANT HOLDINGS, INC.

AIRGAS-MID AMERICA, INC.

AIRGAS-MID SOUTH, INC.

AIRGAS-NORPAC, INC.

AIRGAS-NORTH CENTRAL, INC.

AIRGAS-NORTHERN CALIFORNIA & NEVADA,
INC.

AIRGAS SAFETY, INC.

AIRGAS-SOUTH, INC.

AIRGAS-SOUTHWEST, INC.

AIRGAS SPECIALTY GASES, INC.

AIRGAS SPECIALTY PRODUCTS, INC.

AIRGAS-WEST, INC.

MISSOURI RIVER HOLDINGS, INC

NATIONAL WELDERS SUPPLY COMPANY, INC.

NITROUS OXIDE CORP.

RED-D-ARC, INC.

WORLD WIDE WELDING, INC.,

 	 
	 	By:  	/s/ Thomas M. Smyth	 
	 	 	Name:  	Thomas M. Smyth 	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as
TRUSTEE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-









 








 





EXHIBIT A




[Face of Note]




 





CUSIP/CINS [      ]




7.125% Senior Subordinated Notes due 2018




 $




No.




Airgas, Inc.



promises to pay to       , or registered assigns, the principal sum of      Dollars on October 1,
2018.




Interest Payment Dates: April 1 and October 1




Record Dates: March 15 and September 15




Dated: June 10, 2008




	 	 	 	 	 
	 	AIRGAS, INC.

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	        	 
	 



This is one of the Notes referred to

in the within-mentioned Indenture:




	 	 	 	 	 
	THE BANK OF NEW YORK, as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






 









 






[Back of Note]




7.125% Senior Subordinated Notes due 2018

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]



[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]



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




     1. INTEREST. Airgas, Inc., a Delaware corporation (the “Company”), promises to pay interest
on the principal amount of this Note at 7.125% per annum from June 10, 2008 until maturity and
shall pay the Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages semi-annually in arrears
on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be October 1, 2008.
The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.



     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest)
and Liquidated Damages to the Persons who are registered Holders of Notes at the close of business
on the March 15 or September 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Liquidated Damages, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages may be made by check mailed to
the Holders at their addresses set forth in the register of Holders, and provided that
payment by wire transfer of immediately available funds will be required with respect to principal
of, interest on, premium and Liquidated Damages on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.



     3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



A-2









 





     4. INDENTURE. The Company issued the Notes under an Indenture, dated as of June 10, 2008 (the
“Indenture”), among the Company, the Guarantors thereto and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Company shall be
entitled, subject to its compliance with Section 4.09 of the Indenture, to issue additional Notes
pursuant to Section 2.14 of the Indenture.



     5. OPTIONAL REDEMPTION.



     (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company shall
not have the option to redeem the Notes prior to October 1, 2013. Thereafter, the Company shall
have the option to redeem all or part of the Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on October 1 of the years
indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	103.563	%
	2014
	 	 	102.375	%
	2015
	 	 	101.188	%
	2016 and thereafter
	100.000	%






     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time, after
the date hereof, on or prior to October 1, 2011, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes)
issued under the Indenture at a redemption price equal to 107.125% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the
redemption date with the net cash proceeds of one or more Public Equity Offerings provided
that:




     (i) at least 65% of the aggregate principal amount of the Notes originally issued
remains outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company or any of its Subsidiaries); and




     (ii) the redemption occurs within 90 days of the date of the closing of such Public
Equity Offering.



     (c) At any time prior to October 1, 2013, all or part of the Notes may also be redeemed at the
option of the Company, upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and
Liquidated Damages thereon, if any, to the Redemption Date.



A-3









 





     6. MANDATORY REDEMPTION.



     Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory
redemption payments with respect to the Notes.



     7. REPURCHASE AT OPTION OF HOLDER.



     (a) If there is a Change of Control, the Company shall be required to make an offer (a “Change
of Control Offer”) to repurchase all or any part (equal to $2,000 or, if greater, an integral
multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any,
to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.



     (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within five days of
each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall
commence an offer to all Holders of Notes (as “Asset Sale Offer”) pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that
may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed
for the closing of such offer, in accordance with the procedures set forth in the Indenture. To
the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such
deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered
by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on
the reverse of the Notes.



     8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof called for
redemption.



     9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and, if greater, integral multiples of $1,000. The transfer of Notes may
be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.



     10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.



A-4









 





     11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders
of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if
any, voting as a single class, and any existing default or compliance with any provision of the
Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting
as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary
Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency or to make a modification of a formal, minor or technical nature or to correct a
manifest error, to provide for uncertificated Notes in addition to or in place of certificated
Notes, to comply with the covenant relating to mergers, consolidations and sales of assets, to
provide for the assumption of the Company’s or Guarantor’s obligations to Holders of the Notes in
case of a merger or consolidation or sale of all or substantially all of the Company’s assets, to
add Guarantees with respect to the Notes or to secure the Notes, to add to the covenants of the
Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or
power conferred upon the Company or any Guarantor, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, to evidence and provide for the acceptance and appointment under the Indenture of a
successor trustee pursuant to the requirements thereof, or to provide for the issuance of exchange
or private exchange notes.



     12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment
when due of interest on, or Liquidated Damages, if any, with respect to, the Notes, whether or not
prohibited by Article 10 of the Indenture; (ii) default in payment when due of principal of, or
premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, whether or not prohibited by
Article 10 of the Indenture; (iii) failure by the Company to comply with Section 5.01 of the
Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with (x)
Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture for a period of 30 days and (y) Section 4.03 of
the Indenture for a period of 90 days, after notice to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class; (v) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25%
in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a
single class to observe or perform any other covenant or other agreement in the Indenture; (vi)
default under certain other agreements relating to Indebtedness of the Company or any of its
Restricted Subsidiaries that are Significant Subsidiaries, which default is caused by a failure to
pay principal at its stated final maturity (after giving effect to any applicable grace period
provided in such Indebtedness) (a “Payment Default”) or results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so accelerated, aggregates $60.0
million or more; (vii) certain final judgments for the payment of money that remain not paid,
discharged or stayed for a period of 60 days, provided that the aggregate of all such not
paid, discharged or stayed judgments exceeds $60.0 million; (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant
Subsidiaries as specified in clauses (h) and (i) of Section 6.01 of the Indenture; and (ix) except
as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to
be unenforceable or invalid or shall cease for any reason to be in full force and effect or any
Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such
Guarantor’s Subsidiary Guarantee. If any Event of Default (other than an Event of Default
specified in clause (h) or (i) of Section 6.01 of the Indenture with respect to the Company or any
of its Restricted Subsidiaries that are Significant



A-5









 




Subsidiaries) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration the Notes shall become due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency as specified in clauses (h) and (i) of Section 6.01 of the Indenture with
respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, all
outstanding Notes will become due and payable immediately without further action or notice.
Holders of a majority in principal amount of the then outstanding Notes may direct the time, method
and place of conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or Event of Default relating
to the payment of principal of, premium, if any, or interest on any Note) if and so long as a
committee of its Responsible Officers in good faith determines that withholding notice is in the
interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default and its consequences under the Indenture except a continuing
Default in the payment of principal of, Liquidated Damages, if any, or interest on, the Notes
(other than non-payment of principal of or interest on or Liquidated Damages, if any, on the Notes
that become due solely because of the acceleration of the Notes) (provided that the Holders
of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such
acceleration). The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture.




     13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.




     14. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder,
of the Company, as such, shall not have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.



     15. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.



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



     17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.
In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Exchange
and Registration Rights Agreement, dated as of June 10, 2008, between the Company and the parties
named on the signature pages thereof (the “Registration Rights Agreement”).



     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained



A-6









 




 in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:


Airgas, Inc.

259 North Radnor-Chester Road, Suite 100

Radnor, PA 19087-5283

Attention: Corporate Secretary




A-7









 








ASSIGNMENT FORM



To assign this Note, fill in the form below:




     (I) or (we) assign and transfer this Note to:



(Insert assignee’s legal name)          




(Insert assignee’s soc. sec. or tax I.D. no.)




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



and irrevocably appoint



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



Date:




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 	 	     (Sign exactly as your name appears on the face of this Note)
	 

	 	Signature Guarantee*:	 	 
	 

	 	 	 	 





 




*  Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-8









 








OPTION OF HOLDER TO ELECT PURCHASE



If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of
the Indenture, check the appropriate box below:



Section 4.10     o



Section 4.15     o



If you want to elect to have only part of the Note purchased by the Company pursuant to Section
4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:




 $




Date:




Your Signature:



(Sign exactly as your name appears on the face of this Note)




Tax Identification No.:

Signature Guarantee*:





 




*  Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-9









 








SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE



The following exchanges of a part of this Global Note for an interest in another Global Note or for
a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest
in this Global Note, have been made:




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Principal Amount	 	 
	 
	 	 	 	 	 	of this Global	 	 
	 
	 	Amount of
	 	Amount of
	 	Note following
	 	Signature of
	 
	 	decrease in
	 	increase in
	 	such of this
	 	authorized
	 
	 	Principal
	 	Principal
	 	Global Note
	 	officer of
	Date of
	 	Amount of this
	 	Amount of this
	 	decrease (or
	 	Trustee or
	Exchange
	 	Global Note
	 	Global Note
	 	increase)
	 	Note Custodian
	 
	 	 
	 	 
	 	 
	 	 






A-10











 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Airgas, Inc.

259 North Radnor-Chester Road, Suite 100

Radnor, PA 19087-5283

[Registrar address block]

Re: 7.125% Senior Subordinated Notes due 2018




     Reference is hereby made to the Indenture, dated as of June 10, 2008 (the “Indenture”), among
Airgas, Inc., as issuer (the “Company”), the subsidiary guarantors listed on Schedule I to the
Indenture, and The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.



               , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s]
specified in Annex A hereto, in the principal amount of $                      in such
Note[s] or interests (the “Transfer”), to                                          (the
“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:



[CHECK ALL THAT APPLY]




     1.       Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or
a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.



     2.       Check if Transferee will take delivery of a beneficial interest in the Regulation S Global
Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and
in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in the United States
and (x) at the time the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in the United States,
(ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b)
or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part of a
plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.



B-1









 





     3.       Check and complete if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Definitive Note pursuant to any provision of the Securities Act other than Rule
144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further certifies that
(check one):




     (a)       such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;



or





     (b)       such Transfer is being effected to the Company or a subsidiary thereof;



or





     (c)       such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery requirements of the
Securities Act.



     4.       Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global
Note or of an Unrestricted Definitive Note.




     (a)       Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.




     (b)       Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.




     (c)       Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any State of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer



B-2









 







enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:





B-3









 





ANNEX A TO CERTIFICATE OF TRANSFER



1.       The Transferor owns and proposes to transfer the following:




[CHECK ONE OF (a) OR (b)]



(a)       a beneficial interest in the:





     (i)       144A Global Note (CUSIP), or




     (ii)       Regulation S Global Note (CUSIP), or


(b)       a Restricted Definitive Note.



2. After the Transfer the Transferee will hold:




[CHECK ONE]




(a)       a beneficial interest in the:




     (i)       144A Global Note (CUSIP), or




     (ii)       Regulation S Global Note (CUSIP), or




     (iii)       Unrestricted Global Note (CUSIP); or


(b)       a Restricted Definitive Note; or



(c)       an Unrestricted Definitive Note, in accordance with the terms of the Indenture.




B-4









 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Airgas, Inc.

259 North Radnor-Chester Road, Suite 100

Radnor, PA 19087-5283

[Registrar address block]




Re: 7.125% Senior Subordinated Notes due 2018




(CUSIP                      )




     Reference is hereby made to the Indenture, dated as of June 10, 2008 (the “Indenture”), among
Airgas, Inc., as issuer (the “Company”), the subsidiary guarantors listed on Schedule I to the
Indenture, and The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.



          , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s]
specified herein, in the principal amount of $        in such Note[s] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:




     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note
for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note



     (a)       Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (b)       Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



     (c)       Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv)



C-1









 







the beneficial interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (d)       Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.



     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes



     (a)       Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.



     (b)       Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] ... 144A Global Note or ... Regulation S Global
Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:





C-2









 





EXHIBIT D




[FORM OF SUBSIDIARY GUARANTEE]



For value received, the Guarantors (which term includes any successor Persons under the Indenture)
have, jointly and severally, guaranteed, to the extent set forth in the Indenture and subject to
the provisions in the Indenture, dated as of June 10, 2008 (the “Indenture”), among Airgas, Inc.,
the Guarantors listed on Schedule I thereto and The Bank of New York, as trustee (the “Trustee”),
(a) that the principal of and interest on the Notes (as defined in the Indenture) will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations
of the Company to the Holders or the Trustee under the Indenture or the Notes will be promptly paid
in full or performed, all in accordance with the terms of the Indenture and the Notes and (b) in
case of any extension of time of payment or renewal of any Notes or any of such other obligations,
that the same will be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a
Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose; provided that the Indebtedness
evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of
payment upon any defeasance of this Note in accordance with the provisions of the Indenture.




	 	 	 	 	 
	 	[NAME OF GUARANTOR(S)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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[FORM OF SUPPLEMENTAL INDENTURE




TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                     ,
among                      (the “Guaranteeing Subsidiary”), a subsidiary of Airgas, Inc. (or its
permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, as trustee under the
indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of June 10, 2008, providing for the issuance of 7.125% Senior Subordinated
Notes due 2018 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);
and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:




     (a) Along with all Guarantors named in the Indenture, to jointly and severally
Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, the Notes or the obligations of the Company
hereunder or thereunder, that:




     (i) the principal of and interest on the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if lawful,
and all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the
terms hereof and thereof; and




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



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 or any performance so guaranteed for whatever reason, the Guarantors shall
be jointly and severally obligated to pay the same immediately.




     (b) The obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor.




     (c) The following is hereby waived: diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands whatsoever.




     (d) This Subsidiary Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary
accepts all obligations of a Guarantor under the Indenture.




     (e) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any Custodian, Trustee, liquidator or other similar official
acting in relation to either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect.




     (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby.




     (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Subsidiary Guarantee.




     (h) The Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of the Holders
under the Guarantee.




     (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum
amount and any other contingent and fixed liabilities that are relevant under any applicable
Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under Article 10 of the Indenture,
this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that
the obligations of such Guarantor under this Subsidiary Guarantee will not constitute a
fraudulent transfer or conveyance.



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     3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees
shall remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Subsidiary Guarantee.



     4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.



     (a) The Guaranteeing Subsidiary may not consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another corporation, Person or entity whether or not
affiliated with such Guarantor unless:




     (i) subject to Sections 11.04 and 11.05 of the Indenture, the Person formed by or
surviving any such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the
Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and




     (ii) immediately after giving effect to such transaction, no Default or Event of
Default exists.



     (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor corporation, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of the Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor
corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed
upon all of the Notes issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture as though all of
such Subsidiary Guarantees had been issued at the date of the execution hereof.



     (c) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture,
and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.



     5. RELEASES.



     (a) In the event of a sale or other disposition of all of the assets of any Guarantor, by way
of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock
of any Guarantor, in each case to a Person that is not (either before or after giving effect to
such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds
of such sale or other disposition are applied in accordance with the applicable provisions of the
Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the provisions of the




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Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute
any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.



     (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and for the other
obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture.



     6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any
liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any
Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Commission that such a waiver is
against public policy.



     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.



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



     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



     10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and
the Company.



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



SIGNATURES



Dated as of June 10, 2008




	 	 	 	 	 
	 	AIRGAS, INC

 	 
	 	By:  	/s/ Joseph C. Sullivan
 	 
	 	 	Name:  	Joseph C. Sullivan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EACH GUARANTOR LISTED ON
SCHEDULE I HERETO

 	 
	 	By:  	/s/ Thomas M. Smyth
 	 
	 	 	Name:  	Thomas M. Smyth 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK,

AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Schedule I




SCHEDULE OF GUARANTORS



The following schedule lists each Guarantor under the Indenture as of the Issue Date:




Airgas Carbonic, Inc.


Airgas Data, LLC


Airgas-East, Inc.


Airgas-Great Lakes, Inc


Airgas-Intermountain, Inc.


Airgas-Investments, Inc.


Airgas Merchant Gases, LLC


Airgas Merchant Holdings, Inc.


Airgas-Mid America, Inc.


Airgas-Mid South, Inc.


Airgas-NorPac, Inc.


Airgas-North Central, Inc.


Airgas-Northern California & Nevada, Inc.


Airgas Safety, Inc.


Airgas-South, Inc.


Airgas-Southwest, Inc.


Airgas Specialty Gases, Inc.


Airgas Specialty Products, Inc.


Airgas-West, Inc.


Missouri River Holdings, Inc.


National Welders Supply Company, Inc.


Nitrous Oxide Corp.


Red-D-Arc, Inc.


World Wide Welding, Inc.




Schedule I