<PAGE>


                                                                     EXHIBIT 4.4




                          LONE STAR TECHNOLOGIES, INC.

                     AND EACH OF THE GUARANTORS NAMED HEREIN

                    9.00% SENIOR SUBORDINATED NOTES DUE 2011

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

                                    INDENTURE

                            DATED AS OF MAY 29, 2001

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

                                       AND

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

                                   AS TRUSTEE

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



<PAGE>


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

TRUST INDENTURE
ACT SECTION                                                  INDENTURE SECTION
<S>                                                          <C>
  310(a)(1)...............................................             7.10
     (a)(2)...............................................             7.10
     (a)(3)...............................................             N.A.
     (a)(4)...............................................             N.A.
     (a)(5)...............................................             7.10
     (b)..................................................             7.10
     (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)...............................................             N.A.
     (b)(2)...............................................             7.07
     (c)..................................................         7.06; 13.02
     (d)..................................................             7.06
  314(a)..................................................         4.03; 13.02
     (b)..................................................             N.A.
     (c)(1)...............................................            13.04
     (c)(2)...............................................            13.04
     (c)(3)...............................................             N.A.
     (d)..................................................             N.A.
     (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
</TABLE>
N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                 PAGE
<S>                                                                                                              <C>
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

   Section 1.01.   Definitions....................................................................................1
   Section 1.02.   Other Definitions.............................................................................19
   Section 1.03.   Incorporation by Reference of Trust Indenture Act.............................................19
   Section 1.04.   Rules of Construction.........................................................................20

                                   ARTICLE 2.
                                   THE NOTES

   Section 2.01.   Form and Dating...............................................................................20
   Section 2.02.   Execution and Authentication..................................................................21
   Section 2.03.   Registrar and Paying Agent....................................................................21
   Section 2.04.   Paying Agent to Hold Money in Trust...........................................................22
   Section 2.05.   Holder Lists..................................................................................22
   Section 2.06.   Transfer and Exchange.........................................................................22
   Section 2.07.   Replacement Notes.............................................................................32
   Section 2.08.   Outstanding Notes.............................................................................33
   Section 2.09.   Treasury Notes................................................................................33
   Section 2.10.   Temporary Notes...............................................................................33
   Section 2.11.   Cancellation..................................................................................33
   Section 2.12.   Defaulted Interest............................................................................34

                                   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..........................................................................36
   Section 3.09.   Offer to Purchase by Application of Excess Proceeds...........................................36

                                   ARTICLE 4.
                                   COVENANTS

   Section 4.01.   Payment of Notes..............................................................................38
   Section 4.02.   Maintenance of Office or Agency...............................................................38
   Section 4.03.   Reports.......................................................................................39
   Section 4.04.   Compliance Certificate........................................................................39
   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 Subsidiaries................................42
   Section 4.09.   Incurrence of Indebtedness and Issuance of Preferred Stock....................................43


                                       i

<PAGE>


   Section 4.10.   Asset Sales...................................................................................45
   Section 4.11.   Transactions with Affiliates..................................................................46
   Section 4.12.   Liens.........................................................................................46
   Section 4.13.   Business Activities...........................................................................46
   Section 4.14.   Corporate Existence...........................................................................47
   Section 4.15.   Offer to Repurchase Upon Change of Control....................................................47
   Section 4.16.   No Senior Subordinated Debt...................................................................48
   Section 4.17.   Limitation on Sale and Leaseback Transactions.................................................48
   Section 4.18.   Payments for Consent..........................................................................48
   Section 4.19.   Additional Subsidiary Guarantees..............................................................48
   Section 4.20.   Designation of Restricted and Unrestricted Subsidiaries.......................................49

                                   ARTICLE 5.
                                   SUCCESSORS

   Section 5.01.   Merger, Consolidation, or Sale of Assets......................................................49
   Section 5.02.   Successor Corporation Substituted.............................................................50

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

   Section 6.01.   Events of Default.............................................................................50
   Section 6.02.   Acceleration..................................................................................51
   Section 6.03.   Other Remedies................................................................................52
   Section 6.04.   Waiver of Past Defaults.......................................................................52
   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....................................................................53
   Section 6.09.   Trustee May File Proofs of Claim..............................................................54
   Section 6.10.   Priorities....................................................................................54
   Section 6.11.   Undertaking for Costs.........................................................................54

                                   ARTICLE 7.
                                    TRUSTEE

   Section 7.01.   Duties of Trustee.............................................................................55
   Section 7.02.   Rights of Trustee.............................................................................56
   Section 7.03.   Individual Rights of Trustee..................................................................56
   Section 7.04.   Trustee's Disclaimer..........................................................................56
   Section 7.05.   Notice of Defaults............................................................................57
   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......................................59
   Section 8.02.   Legal Defeasance and Discharge................................................................59
   Section 8.03.   Covenant Defeasance...........................................................................60
   Section 8.04.   Conditions to Legal or Covenant Defeasance....................................................60


                                       ii

<PAGE>

   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..............................................................63
   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...............................................................65

                                   ARTICLE 10.
                              SUBSIDIARY GUARANTEES

   Section 10.01.  Guarantee.....................................................................................66
   Section 10.02.  Subordination of Subsidiary Guarantee.........................................................67
   Section 10.03.  Limitation on Guarantor Liability.............................................................67
   Section 10.04.  Execution and Delivery of Subsidiary Guarantee................................................67
   Section 10.05.  Guarantors May Consolidate, etc., on Certain Terms............................................68
   Section 10.06.  Releases Following Sale of Assets.............................................................68

                                ARTICLE 11.
                               SUBORDINATION

   Section 11.01.  Agreement to Subordinate......................................................................69
   Section 11.02.  Liquidation; Dissolution; Bankruptcy..........................................................69
   Section 11.03.  Default on Designated Senior Debt.............................................................69
   Section 11.04.  Acceleration of Securities....................................................................70
   Section 11.05.  When Distribution Must Be Paid Over...........................................................70
   Section 11.06.  Notice by Company.............................................................................70
   Section 11.07.  Subrogation...................................................................................71
   Section 11.08.  Relative Rights...............................................................................71
   Section 11.09.  Subordination May Not Be Impaired by Company..................................................71
   Section 11.10.  Distribution or Notice to Representative......................................................71
   Section 11.11.  Rights of Trustee and Paying Agent............................................................71
   Section 11.12.  Authorization to Effect Subordination.........................................................72
   Section 11.13.  Amendments....................................................................................72

                                ARTICLE 12.
                        SATISFACTION AND DISCHARGE

   Section 12.01.  Satisfaction and Discharge....................................................................72
   Section 12.02.  Application of Trust Money....................................................................73

                                ARTICLE 13.
                               MISCELLANEOUS

   Section 13.01.  Trust Indenture Act Controls..................................................................73
   Section 13.02.  Notices.......................................................................................73
   Section 13.03.  Communication by Holders of Notes with Other Holders of Notes.................................74
   Section 13.04.  Certificate and Opinion as to Conditions Precedent............................................75
   Section 13.05.  Statements Required in Certificate or Opinion.................................................75


                                      iii

<PAGE>

   Section 13.06.  Rules by Trustee and Agents...................................................................75
   Section 13.07.  No Personal Liability of Directors, Officers, Employees and Stockholders......................75
   Section 13.08.  Governing Law.................................................................................75
   Section 13.09.  No Adverse Interpretation of Other Agreements.................................................76
   Section 13.10.  Successors....................................................................................76
   Section 13.11.  Severability..................................................................................76
   Section 13.12.  Counterpart Originals.........................................................................76
   Section 13.13.  Table of Contents, Headings, etc..............................................................76

                                    EXHIBITS

Exhibit A    FORM OF NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
Exhibit D    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E    FORM OF SUBSIDIARY GUARANTEE
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE
</TABLE>


                                      iv

<PAGE>


         INDENTURE dated as of May 29, 2001 among Lone Star Technologies, Inc.,
a Delaware corporation (the "COMPANY"), each of Environmental Holdings, Inc., a
Delaware corporation, Zinklahoma, Inc., a Delaware corporation, Lone Star Steel
Company, a Delaware corporation, Lone Star Logistics, Inc., a Texas corporation,
Lone Star Steel International, Inc., a Delaware corporation, Lone Star Steel
Sales Company, a Delaware corporation, Rotac, Inc., a Texas corporation, T & N
Lone Star Warehouse Co., a Texas corporation, Texas & Northern Railway Company,
a Texas corporation, Lone Star ST Holdings, Inc., a Delaware corporation,
Fintube Technologies, Inc., an Oklahoma corporation, Fintube Canada, Inc., a
Delaware corporation, and Bellville Tube Corporation, a Texas corporation
(collectively, the "GUARANTORS"), and Wells Fargo Bank Minnesota, National
Association, as trustee (the "TRUSTEE").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Company's
9.00% Senior Subordinated Notes due 2011 (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.

         "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 any Notes (other than the Initial Notes)
issued 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, HOWEVER, 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 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:


                                       1

<PAGE>

         (1)      the sale, lease, conveyance or other disposition of any assets
                  or rights, other than sales of inventory in the ordinary
                  course of business consistent with past practices; 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 hereof and not by the provisions of
                  Section 4.10 hereof; and

         (2)      the issuance of Equity Interests by any of the Company's
                  Restricted Subsidiaries or the sale of Equity Interests in any
                  of its Subsidiaries.

         Notwithstanding the preceding, the following items will not be deemed
to be Asset Sales:

         (1)      any single transaction or series of related transactions that
                  involves assets having a fair market value of less than $1.0
                  million;

         (2)      a transfer of assets between or among the Company and its
                  Restricted Subsidiaries,

         (3)      an issuance of Equity Interests by a Restricted Subsidiary to
                  the Company or to another Restricted Subsidiary;

         (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; and

         (6)      a Restricted Payment or Permitted Investment that is permitted
                  under Section 4.07 hereof.

         "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.

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

         "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:

         (1)      with respect to a corporation, the board of directors of the
                  corporation;

         (2)      with respect to a partnership, the board of directors of the
                  general partner of the partnership; and


                                      2

<PAGE>

         (3)      with respect to any other Person, the board or committee of
                  such Person serving a similar function.

         "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:

         (1)      in the case of a corporation, corporate stock;

         (2)      in the case of an association or business entity, any and all
                  shares, interests, participations, rights or other equivalents
                  (however designated) of corporate stock;

         (3)      in the case of a partnership or limited liability company,
                  partnership or membership interests (whether general or
                  limited); and

         (4)      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:

         (1)      United States dollars;

         (2)      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 one year from the date of acquisition;

         (3)      certificates of deposit and eurodollar time deposits with
                  maturities of one year or less from the date of acquisition,
                  bankers' acceptances with maturities not exceeding one year
                  and overnight bank deposits, in each case, with any domestic
                  commercial bank having capital and surplus in excess of $500.0
                  million and a Thomson Bank Watch Rating of "B" or better;

         (4)      repurchase obligations with a term of not more than seven days
                  for underlying securities of the types described in clauses
                  (2) and (3) above entered into with any financial institution
                  meeting the qualifications specified in clause (3) above;

         (5)      commercial paper having the highest rating obtainable from
                  Moody's Investors Service, Inc. or Standard & Poor's Rating
                  Services and in each case maturing within one year after the
                  date of acquisition; and

         (6)      money market funds at least 95% of the assets of which
                  constitute Cash Equivalents of the kinds described in clauses
                  (1) through (5) of this definition.

         "CHANGE OF CONTROL" means the occurrence of any of the following:


                                       3

<PAGE>

         (1)      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 Permitted Holder or any of its
                  Related Parties;

         (2)      the adoption of a plan relating to the liquidation or
                  dissolution of the Company;

         (3)      the consummation of any transaction (including, without
                  limitation, any merger or consolidation) the result of which
                  is that any "person" (as that term is used in Section 13(d)(3)
                  of the Exchange Act) other than the Permitted Holders or their
                  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

         (4)      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 Corporation.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMPANY" means Lone Star Technologies, 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:

         (1)      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

         (2)      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

         (3)      consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued and 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

         (4)      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


                                       4

<PAGE>

         (5)      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.

         "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:

         (1)      the Net Income (but not loss) of any Person that is not a
                  Restricted Subsidiary or that is accounted for by the equity
                  method of accounting will be included only to the extent of
                  the amount of dividends or distributions paid in cash to the
                  specified Person or a Restricted Subsidiary of the Person;

         (2)      the Net Income of any Restricted Subsidiary 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;

         (3)      the Net Income of any Person acquired in a pooling of
                  interests transaction for any period prior to the date of such
                  acquisition will be excluded;

         (4)      the cumulative effect of a change in accounting principles
                  will be excluded; and

         (5)      the Net Income (but not loss) of any Unrestricted Subsidiary
                  will be excluded, whether or not distributed to the specified
                  Person or one of its Subsidiaries.

         "CONSOLIDATED NET WORTH" means, with respect to any specified Person as
of any date, the sum of:

         (1)      the consolidated equity of the common stockholders of such
                  Person and its consolidated Subsidiaries as of such date; plus

         (2)      the respective amounts reported on such Person's balance sheet
                  as of such date with respect to any series of preferred stock
                  (other than Disqualified Stock) that by its terms is not
                  entitled to the payment of dividends unless such dividends may
                  be declared and paid only out of net earnings in respect of
                  the year of such declaration and payment, but only to the
                  extent of any cash received by such Person upon issuance of
                  such preferred stock.

         "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Company who

         (1)      was a member of such Board of Directors on the date of this
                  Indenture or

         (2)      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.


                                       5

<PAGE>

         "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "CREDIT FACILITIES" means one or more debt facilities (including,
without limitation, the Existing Subsidiary Credit Agreements and any
refinancings or replacements thereof (whether by the Company or its
Subsidiaries), if entered into) 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, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

         "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:

         (1)      any Indebtedness outstanding under the Existing Subsidiary
                  Credit Agreements and any Credit Facilities used to refinance
                  or replace at least $25.0 million of debt outstanding under
                  one or more of the Existing Subsidiary Credit Agreements; and

         (2)      after payment in full of all Obligations under the Existing
                  Subsidiary Credit Agreements and any Credit Facilities used to
                  refinance or replace at least $25.0 million of debt
                  outstanding under one or more of the Existing Subsidiary
                  Credit Agreements, 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, 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.


                                       6

<PAGE>

         "DOMESTIC SUBSIDIARY" means any 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 or that guarantees or otherwise provides direct credit
support for any Indebtedness of the Company.

         "DTC" means The Depositary Trust Company.

         "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).

         "EQUITY OFFERING" means any offering of common or preferred stock of
the Company.

         "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

         "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 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 Credit Facilities) in existence on
the date of this Indenture, until such amounts are repaid.

         "EXISTING SUBSIDIARY CREDIT AGREEMENTS" means (i) that certain Credit
Agreement dated as of January 3, 2000, among Fintube Technologies, Inc., the
several financial institutions from time to time party to the agreement, and
Bank of America, N.A. as swing line lender and as agent for the lenders party
thereto, and (ii) that certain Financing Agreement, dated March 12, 1999, among
The CIT Group/Business Credit, Inc., the lenders party thereto, Lone Star Steel
Company, T & N Lone Star Warehouse Co., and Lone Star Logistics, Inc.

         "FIXED CHARGES" means, with respect to any specified Person for any
period, the sum, without duplication, of:

         (1)      the consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued, 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;
                  PLUS

         (2)      the consolidated interest of such Person and its Restricted
                  Subsidiaries that was capitalized during such period; PLUS


                                       7

<PAGE>

         (3)      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

         (4)      the product of (a) all dividends, whether paid or accrued and
                  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 then current combined federal, state and local
                  statutory tax rate of such Person, expressed as a decimal, in
                  each case, on a consolidated basis and in accordance with
                  GAAP.

         "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 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:

         (1)      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 on a pro forma basis in accordance with Regulation
                  S-X under the Securities Act, but without giving effect to
                  clause (3) of the proviso set forth in the definition of
                  Consolidated Net Income;

         (2)      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

         (3)      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.

         "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


                                       8

<PAGE>

other statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect from time to time.

         "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.

         "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.

         "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "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.

         "GUARANTORS" means each of:

         (1)      Environmental Holdings, Inc., Zinklahoma, Inc., Lone Star
                  Steel Company, Lone Star Logistics, Inc., Lone Star Steel
                  International, Inc., Lone Star Steel Sales Company, Rotac,
                  Inc., T & N Lone Star Warehouse Co., Texas & Northern Railway
                  Company, Lone Star ST Holdings, Inc., Fintube Technologies,
                  Inc., Fintube Canada, Inc. and Bellville Tube Corporation; and

         (2)      any other subsidiary that executes a Subsidiary Guarantee in
                  accordance with the provisions of this Indenture;

and their respective successors and assigns.

         "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person incurred in the normal course of business and not for
speculative purposes under:

         (1)      interest rate swap agreements, interest rate cap agreements
                  and interest rate collar agreements;

         (2)      any commodity futures contract, commodity option or other
                  similar agreement or arrangement designed to protect against
                  fluctuations in the price of commodities used by that entity
                  at the time; and

         (3)      other agreements or arrangements designed to protect such
                  Person against fluctuations in interest rates.

         "HOLDER" means a Person in whose name a Note is registered.

         "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

         (1)      in respect of borrowed money;


                                       9

<PAGE>

         (2)      evidenced by bonds, notes, debentures or similar instruments
                  or letters of credit (or reimbursement agreements in respect
                  thereof);

         (3)      in respect of banker's acceptances;

         (4)      representing Capital Lease Obligations;

         (5)      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

         (6)      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; and

         (2)      the principal amount of the Indebtedness, together with any
                  interest on the Indebtedness that is more than 30 days past
                  due, in the case of any other Indebtedness.

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

         "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "INITIAL NOTES" means the first $150.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

         "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "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 but excluding extensions of
trade credit to customers in the ordinary course of business), 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 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


                                       10


<PAGE>


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.

         "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.

         "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:

         (1)      any gain (but not loss), together with any related provision
                  for taxes on such gain (but not 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; and

         (2)      any extraordinary gain (but not loss), together with any
                  related provision for taxes on such extraordinary gain (but
                  not loss).

         "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), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, 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, and
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 and 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:

         (1)      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;

         (2)      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


                                      11

<PAGE>

                  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

         (3)      as to which the lenders have been notified in writing that
                  they will not have any recourse to the stock 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, including, without
limitation, waivers, amendments, redemptions and offers to purchase.

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

         "OFFERING" means the offering of the Notes by the Company.

         "OFFERING CIRCULAR" means that certain offering circular, dated May 23,
2001 pertaining to the offering of the Initial Notes.

         "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 who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "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 (including stock or assets)
that derives a majority of its revenues form 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 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 HOLDERS" means Alpine Capital, L.P., Keystone, Inc., Robert
W. Bruce III, Algenpar, Inc., J. Taylor Crandall, The Anne T. and Robert M. Bass
Foundation, Anne T. Bass and Robert M. Bass.


                                      12

<PAGE>

         "PERMITTED INVESTMENTS" means:

         (1)      any Investment in the Company or in a Restricted Subsidiary of
                  the Company;

         (2)      any Investment in Cash Equivalents;

         (3)      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;

         (4)      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 the Section 4.10 hereof;

         (5)      any acquisition of a business or assets solely in exchange for
                  the issuance of Equity Interests (other than Disqualified
                  Stock) of the Company;

         (6)      any Investments received in compromise of obligations of trade
                  creditors or customers that were incurred in the ordinary
                  course of business, including pursuant to any plan of
                  reorganization or similar arrangement upon the bankruptcy or
                  insolvency of any trade creditor or customer;

         (7)      Hedging Obligations; and

         (8)      other Investments in any Person having an aggregate fair
                  market value (measured on the date each such Investment was
                  made and without giving effect to subsequent changes in
                  value), when taken together with all other Investments made
                  pursuant to this clause (8) that are at the time outstanding
                  not to exceed $15.0 million.

         "PERMITTED JUNIOR SECURITIES" means:

         (1)      Equity Interests in the Company or any Guarantor; or

         (2)      debt securities that are subordinated to all Senior Debt and
                  any debt securities issued in exchange for Senior Debt to
                  substantially the same extent as, or to a greater extent than,
                  the notes and the Subsidiary Guarantees are subordinated to
                  Senior Debt under this Indenture.

         "PERMITTED LIENS" means:

         (1)      Liens of the Company and any Guarantor securing Indebtedness
                  and other Obligations under Credit Facilities that were
                  permitted by the terms of this Indenture to be incurred;

         (2)      Liens in favor of the Company or the Guarantors;

         (3)      Liens on property of a Person existing at the time such Person
                  is merged with or into or consolidated with the Company or any
                  Restricted Subsidiary of the Company; PROVIDED that such Liens
                  were in existence prior to the contemplation of such merger or


                                      13

<PAGE>

                  consolidation and do not extend to any assets other than those
                  of the Person merged into or consolidated with the Company or
                  the Restricted Subsidiary;

         (4)      Liens on property existing at the time of acquisition of the
                  property by the Company or any Restricted Subsidiary of the
                  Company, PROVIDED that such Liens were in existence prior to
                  the contemplation of such acquisition;

         (5)      Liens to secure the performance of statutory obligations,
                  surety or appeal bonds, performance bonds or other obligations
                  of a like nature incurred in the ordinary course of business;

         (6)      Liens to secure Indebtedness (including Capital Lease
                  Obligations) permitted by clause (iv) of the second paragraph
                  of Section 4.09 hereof covering only the assets acquired with
                  such Indebtedness;

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

         (8)      Liens for taxes, assessments or governmental charges or claims
                  that are not yet delinquent or that are being contested in
                  good faith by appropriate proceedings promptly instituted and
                  diligently concluded, PROVIDED that any reserve or other
                  appropriate provision as is required in conformity with GAAP
                  has been made therefor;

         (9)      Mechanic's and materialmen's liens;

         (10)     Liens incurred in the ordinary course of business of the
                  Company or any Restricted Subsidiary of the Company with
                  respect to obligations that do not exceed $5.0 million at any
                  one time outstanding;

         (11)     Liens on assets of Unrestricted Subsidiaries that secure
                  Non-Recourse Debt of Unrestricted Subsidiaries; and

         (12)     Liens incurred in connection with slab financing arrangements
                  entered into in the ordinary course of business consistent
                  with past practice with terms and conditions substantially as
                  described in the Offering Circular under the caption
                  "Description of Other Indebtedness - Slab Financing."

         "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); PROVIDED that:

         (1)      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 extended, refinanced, renewed, replaced, defeased
                  or refunded (plus all accrued interest on the Indebtedness and
                  the amount of all expenses and premiums incurred in connection
                  therewith);

         (2)      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 extended,
                  refinanced, renewed, replaced, defeased or refunded;


                                       14

<PAGE>

         (3)      if the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded 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 extended, refinanced, renewed, replaced, defeased or
                  refunded; and

         (4)      such Indebtedness is incurred either by the Company or by the
                  Restricted Subsidiary who is the obligor on the Indebtedness
                  being extended, refinanced, renewed, replaced, defeased or
                  refunded.

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

         "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

         "REGISTRATION DEFAULT" means Registration Default as defined in the
Registration Rights Agreement.

         "REGISTRATION RIGHTS AGREEMENT" means the Exchange and Registration
Rights Agreement, dated as of May 29, 2001, 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 bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of 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" with respect to any Permitted Holder means:

         (1)      (a) any spouse, sibling, parent, or lineal descendent of such
                      Permitted Holder; or

                  (b) the estate of any Permitted Holder during any period in
                      which such estate holds Capital Stock of the Company for
                      the benefit of any Person referred to in clause (1)(a); or

         (2)      any trust, corporation, partnership, limited liability company
                  or other entity the beneficiaries, stockholders, partners,
                  owners or Persons beneficially owning an interest of more than
                  50% of which consist of, or the sole managing partner or
                  managing member of which is, one or more Permitted Holders,
                  and/or such other Persons referred to in the immediately
                  preceding clause (1).


                                      15

<PAGE>

         "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 whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "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 PERIOD" means the 40-day restricted period as defined in
Regulation S.

         "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.

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

         "SENIOR DEBT" means:

         (1)      all Indebtedness of the Company or any Guarantor outstanding
                  under Credit Facilities and all Hedging Obligations with
                  respect thereto;

         (2)      any other Indebtedness of the Company or any Guarantor
                  permitted to be incurred under the terms of this Indenture,
                  unless 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; and

         (3)      all Obligations with respect to the items listed in the
                  preceding clauses (1) and (2).

         Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:

         (1)      any liability for federal, state, local or other taxes owed or
                  owing by the Company or any of its Subsidiaries;

         (2)      any intercompany Indebtedness of the Company or any of its
                  Subsidiaries to the Company or any of its Affiliates;

         (3)      any trade payables; or

         (4)      the portion of any Indebtedness that is incurred in violation
                  of this Indenture.


                                       16

<PAGE>

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

         "SIGNIFICANT SUBSIDIARY" means any 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 of this Indenture.

         "SPECIAL INTEREST" means liquidated damages payable to Holders of Notes
following the occurrence of a Registration Default in an amount equal to $.05
per week per $1000 principal amount of Notes held by the Holder for the first 90
days of the Registration Default Period, and in an amount increasing by an
additional $.05 per week per $1000 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 Special
Interest for all Registration Defaults of $.50 per week per $1000 principal
amount of Notes as described under Section 2 of the Registration Rights
Agreement.

         "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 in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "SUBSIDIARY" means, with respect to any specified Person:

         (1)      any corporation, association or other business entity of which
                  more than 50% of the total voting power of shares of Capital
                  Stock entitled (without regard to the occurrence of any
                  contingency) to vote in the election of directors, managers or
                  trustees of the corporation, association or other business
                  entity is at the time owned or controlled, directly or
                  indirectly, by that Person or one or more of the other
                  Subsidiaries of that Person (or a combination thereof); and

         (2)      any partnership (a) the sole general partner or the managing
                  general partner of which is such Person or a Subsidiary of
                  such Person or (b) the only general partners of which are that
                  Person or one or more Subsidiaries of that Person (or any
                  combination thereof).

         "SUBSIDIARY GUARANTEE" means the Guarantee by each Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

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

         "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 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 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.


                                      17

<PAGE>

         "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution (which designation may be made in advance of the acquisition of
such Subsidiary), but only to the extent that such Subsidiary:

         (1)      has no Indebtedness other than Non-Recourse Debt;

         (2)      is not party to any agreement, contract, arrangement or
                  understanding with the Company or any Restricted Subsidiary of
                  the Company unless the terms of any such agreement, contract,
                  arrangement or understanding are no less favorable to the
                  Company or such Restricted Subsidiary than those that might be
                  obtained at the time from Persons who are not Affiliates of
                  the Company;

         (3)      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;

         (4)      is not guaranteeing or otherwise directly or indirectly
                  providing credit support for any Indebtedness of the Company
                  or any of its Restricted Subsidiaries; and

         (5)      has at least one director on its Board of Directors that is
                  not a director or executive officer of the Company or any of
                  its Restricted Subsidiaries and has at least one executive
                  officer that is not a director or executive officer 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 the Board Resolution 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 the provisions of 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 (1) 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 (2) no Default or Event of
Default would be in existence following such designation.

         "U.S. PERSON" means a U.S. person as defined in Rule 902(o) 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:


                                      18

<PAGE>

         (1)      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

         (2)      the then outstanding principal amount of such Indebtedness.

         "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person.

SECTION 1.02.     OTHER DEFINITIONS.

<TABLE>
<CAPTION>

                                                                     Defined in
Term                                                                   Section
----                                                                   -------
<S>                                                                 <C>
"AFFILIATE TRANSACTION"..........................................       4.11
"ASSET SALE OFFER"...............................................       3.09
"AUTHENTICATION ORDER"...........................................       2.02
"CHANGE OF CONTROL OFFER"........................................       4.15
"CHANGE OF CONTROL PAYMENT"......................................       4.15
"CHANGE OF CONTROL PAYMENT DATE".................................       4.15
"COVENANT DEFEASANCE"............................................       8.03
"EVENT OF DEFAULT"...............................................       6.01
"EXCESS PROCEEDS"................................................       4.10
"INCUR"..........................................................       4.09
"LEGAL DEFEASANCE"...............................................       8.02
"OFFER AMOUNT"...................................................       3.09
"OFFER PERIOD"...................................................       3.09
"PAYING AGENT"...................................................       2.03
"PERMITTED DEBT".................................................       4.09
"PURCHASE DATE"..................................................       3.09
"REGISTRAR"......................................................       2.03
"RESTRICTED PAYMENTS"............................................       4.07
</TABLE>

SECTION 1.03    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

         "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


                                      19

<PAGE>

         "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;

         (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 $1,000 and integral multiples thereof.

         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


                                      20

<PAGE>

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.

         (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
Banking" 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.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form.

         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.

         The Trustee shall, upon a written order of the Company signed by an
Officer (an "AUTHENTICATION ORDER"), authenticate Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.07 hereof.

         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 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 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.


                                      21

<PAGE>


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 Special Interest, 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.

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 and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each interest payment date, and as of the
applicable record 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 and the
Company shall otherwise comply with TIA Section 312(a).

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 restrictions on transfer
comparable to those 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:


                                      22

<PAGE>

         (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; PROVIDED, HOWEVER, that prior to the expiration of
the Restricted Period, transfers of beneficial interests in the Regulation S
Global Note may not be made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). 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 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(h) 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;

               (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; and

               (C) if the transferee is an IAI who 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 and certificates and Opinion of Counsel
         required by item (3) thereof, if applicable.


                                      23

<PAGE>


         (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 or transfer is effected pursuant to the
         Exchange Offer in accordance with the Registration Rights Agreement and
         the holder of the beneficial interest to be transferred, 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 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
               beneficial interest in an 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
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar 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.

         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.


                                      24

<PAGE>

         (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;

               (E) if such beneficial interest is being transferred to an
         Institutional Accredited Investor in reliance on an exemption from the
         registration requirements of the Securities Act other than those listed
         in subparagraphs (B) through (D) above, a certificate to the effect set
         forth in Exhibit B hereto, including the certifications, certificates
         and Opinion of Counsel required by item (3) thereof, if applicable;

               (F) 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

               (G) 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(h) 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.


                                      25

<PAGE>

         (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 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
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar 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.

         (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(h) 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

                                       26

<PAGE>

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 an
         Institutional Accredited Investor in reliance on an exemption from the
         registration requirements of the Securities Act other than those listed
         in subparagraphs (B) through (D) above, a certificate to the effect set
         forth in Exhibit B hereto, including the certifications, certificates
         and Opinion of Counsel required by item (3) thereof, if applicable;

               (F) 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

               (G) 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 (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


                                      27

<PAGE>

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 Registration Statement in accordance with the Registration
         Rights Agreement; or

               (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
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar 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.

         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 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


                                      28

<PAGE>

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;

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

               (D) the Registrar receives the following:


                                      29

<PAGE>

                   (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), if the
         Registrar so requests, 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.

         (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) 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:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144a UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN


                                      30

<PAGE>

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGULATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES."

               (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) or (f) 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 LONE STAR TECHNOLOGIES,
INC."

         (h) 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 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.

         (i) 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


                                      31

<PAGE>

         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.

SECTION 2.07.     REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its 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.


                                      32

<PAGE>


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 receives proof satisfactory to it 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 (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

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 the Trustee 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 Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. 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 all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.


                                      33

<PAGE>

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.


                                   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 as follows: (1) if the Notes are
listed on any national securities exchange, in compliance with the requirements
of the principal national securities exchange on which the Notes are listed; or
(2) if the Notes are not listed on any national securities exchange, on a pro
rata basis, by lot or by such method as the Trustee deems fair and appropriate.
In the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

         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 amounts of $1,000 or whole 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. 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.

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 the 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 its registered address, except that redemption
notices may be mailed more than 60 days prior to the redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture.


                                      34


<PAGE>

        The notice shall identify the Notes to be redeemed and shall state:

        (a) the redemption date;

        (b) the redemption price;

        (c) if any Note is being redeemed in part only, 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 in the name of the Holder of
such original Note 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, interest on Notes or portions of them 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 written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 60 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

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. Notices 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 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


                                       35

<PAGE>

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) Except as set forth in clause (b) of this Section 3.07, the Company
shall not have the option to redeem the Notes pursuant to this Section 3.07
prior to June 1, 2006. Thereafter, the Company shall have the option to redeem
all or part of the Notes upon not less that 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 Special Interest thereon, if any, to
the applicable redemption date, if redeemed during the twelve-month period
beginning on June 1 of the years indicated below:

<TABLE>
<CAPTION>
   Year                                                          Percentage
   ----                                                          ----------
<S>                                                              <C>
   2006......................................................     104.500%
   2007......................................................     103.000%
   2008......................................................     101.500%
   2009 and thereafter.......................................     100.000%
</TABLE>

                  (b) Notwithstanding the provisions of clause (a) of this
Section 3.07, at any time prior to June 1, 2004, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
originally issued at a redemption price of 109% of the principal amount thereof,
plus accrued and unpaid interest and Special Interest thereon, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
PROVIDED that (1) at least 65% of the aggregate principal amount of Notes
originally issued remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and (2)
that such redemption occurs within 90 days of the date of the closing of such
Equity Offering.

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

SECTION 3.08.     MANDATORY REDEMPTION.

         The Company shall not be required to make mandatory redemption or
sinking fund 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 of Notes and to all Holders of
other Indebtedness that is PARI PASSU with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets to purchase the maximum principal
amount of Notes and such other PARI PASSU Indebtedness that may be purchased out
of the Excess Proceeds (an "ASSET SALE OFFER"), it shall follow the procedures
specified below.


                                      36

<PAGE>

         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 purchased in integral multiples of $1,000
only;

         (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, 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 PARI PASSU Indebtedness tendered exceeds the Offer Amount, the
Trustee shall select the Notes and such other PARI PASSU 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 denominations of $1,000, or
integral multiples thereof, shall be purchased); and


                                      37

<PAGE>

         (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, if other than the Company or a Subsidiary thereof,
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
Special Interest, if any, in the same manner on the dates and in the amounts set
forth in the Registration Rights Agreement.

         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
Special Interest (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, an agent 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.


                                      38

<PAGE>

         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,
HOWEVER, 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 rules and regulations of the
Commission, so long as any Notes are outstanding, the Company shall furnish to
the Holders of Notes, within the time periods specified in the Commission's
rules and regulations (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 financial statements by the Company's certified independent accountants
and (ii) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports. In
addition, following consummation of the Exchange Offer, whether or not required
by the rules and regulations of the Commission, the Company shall file a copy of
all such information and reports 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 previously
filed information available to securities analysts and prospective investors
upon request. The Company shall at all times comply with TIA Section 314(a).

         (b) For so long as any Notes remain outstanding, the Company and the
Subsidiary 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) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by clause (a) of this Section 4.03 shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company.

SECTION 4.04.     COMPLIANCE CERTIFICATE.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on


                                      39

<PAGE>

the Notes is prohibited or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take with respect
thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05.     TAXES.

         The Company shall pay, and shall cause each of its 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 is not adverse in any material respect
to 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 Equity
Interests (other than Disqualified Stock) of the Company or payable 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 or any direct or indirect parent of the Company; (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 the Stated Maturity thereof; or (iv) make any Restricted Investment
(all such payments and other actions set forth in clauses


                                      40

<PAGE>

(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 or Event of Default shall have occurred and be
         continuing or would occur as a consequence of such Restricted Payment;
         and

                  (b) the Company would, at the time of such Restricted Payment
         and 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 the date of this Indenture (excluding
         Restricted Payments permitted by clauses (ii), (iii) and (iv) 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 the beginning of the first fiscal
         quarter commencing after the date of this Indenture 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 the date of this
         Indenture as a contribution to its 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 (or 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 the date of this Indenture is
         sold for cash or otherwise liquidated or repaid for cash, the lesser of
         (A) the cash return of capital with respect to such Restricted
         Investment (less the cost of disposition, if any) and (B) the initial
         amount of such Restricted Investment, plus (iv) to the extent that any
         Unrestricted Subsidiary of the Company is redesignated as a Restricted
         Subsidiary of the Company after the date of this Indenture, the lesser
         of (x) the fair market value of the Company's Investment in such
         Subsidiary as of the date of such redesignation and (y) such fair
         market value as of the date on which such Subsidiary was originally
         designated as an Unrestricted Subsidiary.

         The preceding provisions shall not prohibit (i) the payment of any
dividend within 60 days after the date of declaration of the dividend, if at the
date of declaration the dividend payment would have complied with the provisions
of the indenture; (ii) the redemption, repurchase, retirement, defeasance or
other acquisition of any subordinated Indebtedness of the Company or any
Guarantor or of any Equity Interests of the Company or any Guarantor in exchange
for, or 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 redemption, repurchase,
retirement, defeasance or other acquisition 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 by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis; (v) the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any member of the Company's (or any of its Restricted Subsidiaries')
management pursuant to any management equity subscription agreement, stock
option agreement or similar agreement; PROVIDED that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests may not
exceed $1.0 million in any twelve-month period; (vi) the


                                      41

<PAGE>

purchase by the Company of fractional shares arising out of stock dividends,
splits or combinations or business combinations; (vii) the acquisition in
open-market purchases of the Company's common Equity Interests for matching
contributions to its employee stock purchase and deferred compensation plans
in the ordinary course of business and consistent with past practices; or
other Restricted Payments in an aggregate amount from the date the Company
first issues the Notes not to exceed $10.0 million; PROVIDED that, with
respect to clauses (ii), (iii), (v), (vii) and (viii) above, no Default or
Event of Default shall have occurred and be continuing immediately after such
transaction.

         The amount of all Restricted Payments (other than cash) shall 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 shall be determined by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based on an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $15.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

SECTION 4.08.     DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
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
Restricted Subsidiary to (a) 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,
or pay any indebtedness owed to the Company or any of its Restricted
Subsidiaries, (b) make loans or advances to the Company or any of its Restricted
Subsidiaries or (c) transfer any of its properties or assets to the Company or
any of its Restricted Subsidiaries. However, the proceeding restrictions shall
not apply to encumbrances or restrictions existing under or by reason of: (i)
agreements governing Existing Indebtedness and Credit Facilities as in effect on
the date hereof and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of those
agreements, PROVIDED that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements and/or refinancings
are not materially more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in those agreements
as of the date hereof, (ii) this Indenture, the Notes and the Subsidiary
Guarantees, (iii) applicable law or any applicable rule, regulation or order,
(iv) 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 the Indenture to be incurred, (v)
customary non-assignment provisions in leases entered into in the ordinary
course of business and consistent with past practices, (vi) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions on that property of the nature described in clause (c) above, (vii)
any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other
disposition, (viii) Permitted Refinancing Indebtedness, PROVIDED that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced, (ix) Liens securing
Indebtedness otherwise permitted to be incurred under the provisions of


                                      42


<PAGE>

Section 4.12 that limit the right of the debtor to dispose of the assets
subject to such Liens, (x) provisions with respect to the disposition or
distribution of assets or property in joint venture agreements, asset sale
agreements and other similar agreements entered into in the ordinary course
of business, or (xi) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of
business.

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 shall not permit any of its Restricted Subsidiaries
to issue any shares of preferred stock; PROVIDED, HOWEVER, that the Company or
any Guarantor may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock, 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 is issued would have been at
least 2.25 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 had been issued, as the case may be,
at the beginning of such four-quarter period.

         The provisions of the first paragraph of this Section 4.09 shall not
apply to the incurrence of any of the following items of Indebtedness
(collectively, "PERMITTED DEBT"):

            (i)    the incurrence by the Company and any Guarantor of additional
         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 $125.0
         million, LESS the aggregate amount of all Net Proceeds of Asset
         Sales applied by the Company or any of its Restricted Subsidiaries
         to repay any Indebtedness under a Credit Facility and effect a
         corresponding commitment reduction thereunder pursuant to Section
         4.10;

            (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 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 that is a Guarantor 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 not to exceed $10.0 million at any time outstanding;

            (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

                                      43

<PAGE>

         this Indenture to be incurred under the first paragraph of this
         Section 4.09 or clauses (ii), (iii) or (iv) of this paragraph;

            (vi)  the incurrence by the Company or any Guarantor of
         intercompany Indebtedness between or among the Company and any
         Guarantor; PROVIDED, HOWEVER, that:

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness, 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) 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 Guarantor and (ii) any sale or other
            transfer of any such Indebtedness to a Person that is not either
            the Company or a Guarantor; will be deemed, in each case, to
            constitute an incurrence of such Indebtedness by the Company or
            such Guarantor, as the case may be, that was not permitted by
            this clause (vi);

            (vii) the issuance by the Company or any Guarantor of preferred
         stock solely to or among the Company and any Guarantor; PROVIDED,
         HOWEVER, that:

                  (A) any subsequent issuance or transfer of Equity Interests
            that results in any such preferred stock being held by a Person
            other than the Company or a Guarantor; and

                  (B) any sale or other transfer of any such preferred stock
            to a Person that is not either the Company or a Guarantor will be
            deemed, in each case, to constitute an issuance of such preferred
            stock by the Company or such Guarantor, as the case may be, that
            was not permitted by this clause (vii);

            (viii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations;

            (ix)   the guarantee by the Company or any of the Guarantors of
         Indebtedness of the Company or a Guarantor; PROVIDED that the
         underlying Indebtedness was permitted to be incurred by another
         provision of this Section 4.09; and

            (x)    the incurrence by the Company or any of its Restricted
         Subsidiaries of additional Indebtedness in an aggregate principal
         amount (or accreted value, as applicable) at any time outstanding,
         including all Permitted Refinancing Indebtedness incurred to refund,
         refinance or replace any Indebtedness incurred pursuant to this
         clause (x), not to exceed $25.0 million at any time outstanding.

         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 (x) above,
or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, the Company shall, in its sole discretion, 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
and such item of Indebtedness shall be treated as having been incurred pursuant
to only one of such clauses or pursuant to the first paragraph of this Section
4.09. Indebtedness under Credit Facilities outstanding on the date on which
Notes are first issued and authenticated under this Indenture


                                      44

<PAGE>

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.

         The accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this Section 4.09; PROVIDED, in
each such case, that the amount thereof is included in Fixed Charges of the
Company as accrued.

         The maximum amount of Indebtedness that the Company or one of its
Restricted Subsidiaries may incur pursuant this Section 4.09 shall not be deemed
to be exceeded, with respect to any outstanding Indebtedness, due solely to
fluctuations in currency exchange rates.

SECTION 4.10.     ASSET SALES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: (a) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of; (b) in the case of Asset
Sales for consideration exceeding $5.0 million, the fair market value is
determined by the Company's Board of Directors and evidenced by a resolution of
the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee; and (c) at least 75% of the consideration received in the Asset Sale by
the Company or such Restricted Subsidiary is in the form of cash. For purposes
of this provision, each of the following will be deemed to be cash: (i) any
liabilities, as shown on the Company's or such Restricted Subsidiary's most
recent balance sheet or in the notes thereto, 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 pursuant to a customary novation agreement
that releases the Company or such Restricted Subsidiary from further liability;
and (ii) any securities, notes or other obligations received by the Company or
any such Restricted Subsidiary from such transferee that are contemporaneously,
subject to ordinary settlement periods, converted by the Company or such
Restricted Subsidiary into cash, to the extent of the cash received in that
conversion. A transfer of assets by the Company to a Wholly Owned Restricted
Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to
another Wholly Owned Restricted Subsidiary, and an issuance of Equity Interests
by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly
Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any
Restricted Payment that is permitted by Section 4.07 hereof will not be deemed
to be an Asset Sale.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply the Net Proceeds, at its option, either (a) to repay
Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto, (b) to acquire all or
substantially all of the assets of, or a majority of the Voting Stock of,
another Permitted Business, (c) to make a capital expenditure, or (d) to acquire
other long-term assets that are used or useful in a Permitted Business. Pending
the final application of any such Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in any
manner that is not prohibited by this Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the first sentence of this
paragraph will be deemed to constitute "EXCESS PROCEEDS." Within ten Business
Days of each date on which the aggregate amount of Excess Proceeds exceeds $10
million, the Company shall make an Asset Sale Offer pursuant to Section 3.09
hereof to purchase the maximum principal amount of Notes and such other PARI
PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100% of the principal amount


                                      45

<PAGE>

plus accrued and unpaid interest and Special Interest thereon, if any, to the
date of purchase, in accordance with the procedures set forth in Section 3.09
hereof, and will be payable in cash. 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 such offer to purchase, the amount of Excess Proceeds will be
deemed to be reset at zero.

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 of the foregoing, an "AFFILIATE TRANSACTION"), unless
(a) such Affiliate Transaction is on terms that are no 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 $1.0 million, a
resolution of the Board of Directors set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (a) above and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (ii) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $15.0 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph of
this Section 4.11: (i) any employment agreement, employee benefit arrangement,
stock option grant or similar contract entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and consistent with
the past practice of the Company or such Restricted Subsidiary, (ii)
transactions between or among the Company and/or its Restricted Subsidiaries,
(iii) transactions with a Person that is an Affiliate of the Company where such
affiliation arises solely because the Company owns an Equity Interest in, or
controls, such Person, (iv) payment of reasonable directors fees and amounts
paid in indemnification to Persons who are not otherwise Affiliates of the
Company, (v) sales of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company, and (vi) Restricted Payments that are permitted under
Section 4.07 hereof.

SECTION 4.12.     LIENS.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind securing Indebtedness, Attributable Debt or trade payables on any asset now
owned or hereafter acquired, or any income or profits therefrom or assign or
convey any right to receive income therefrom, except Permitted Liens.

SECTION 4.13.     BUSINESS ACTIVITIES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.


                                      46

<PAGE>

SECTION 4.14.     CORPORATE EXISTENCE.

         Subject to 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 Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; PROVIDED, HOWEVER, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its 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 $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Special Interest thereon, if any, to the date of
purchase (the "CHANGE OF CONTROL PAYMENT"). Within 15 Business 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 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 $1,000 in principal amount or an integral
multiple thereof. 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 in connection with the
repurchase of Notes in connection with a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.15, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the provisions of this Section 4.15 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 so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so 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


                                      47

<PAGE>

of Notes so tendered payment in an amount equal to the purchase price 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
$1,000 or an integral multiple thereof. 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
Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.16.     NO SENIOR SUBORDINATED DEBT.

         Notwithstanding the provisions of Section 4.09 hereof, (i) 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 and senior in any respect in right of payment to the Notes, and (ii) no
Guarantor shall incur create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinated 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.     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; PROVIDED that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if (i) the Company or that Restricted Subsidiary, as applicable,
could have (a) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof and
(b) incurred a Lien to secure such Indebtedness pursuant to the provisions of
Section 4.12 hereof, (ii) the gross cash proceeds of such sale and leaseback
transaction are at least equal to the fair market value, as determined in good
faith by the Board of Directors and set forth in an Officers' Certificate
delivered to the Trustee, of the property that is the subject of such sale and
leaseback transaction and (iii) the transfer of assets in such sale and
leaseback transaction is permitted by, and the Company applies the proceeds of
such transaction in compliance with, Section 4.10 hereof.

SECTION 4.18.     PAYMENTS FOR CONSENT.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, pay or cause to be paid any consideration whether by
way of interest, fee or otherwise, 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 the Indenture or the Notes unless such consideration is offered
to be paid and/or 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.     ADDITIONAL SUBSIDIARY GUARANTEES.

         If the Company or any of its Restricted Subsidiaries shall acquire or
create another Domestic Subsidiary after the date of this Indenture, then such
newly acquired or created Domestic Subsidiary shall become a Guarantor and
execute a Subsidiary Guarantee in the form of a Supplemental Indenture and


                                      48

<PAGE>


deliver an Opinion of Counsel satisfactory to the Trustee in accordance with the
terms of this Indenture within ten Business Days of the date on which it was
acquired or created; PROVIDED, however, that the foregoing shall not apply to
Subsidiaries that have properly been designated as Unrestricted Subsidiaries in
accordance with this Indenture for so long as they continue to constitute
Unrestricted Subsidiaries. The form of such Subsidiary Guarantee is attached as
Exhibit E hereto.

SECTION 4.20.     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary 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 and shall reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 hereof or, if eligible, Permitted Investments that are permitted by clause
(8) of the definition of "Permitted Investments," as determined by the Company.
That designation shall only be permitted if the Investment would be permitted at
that time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.


                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01.     MERGER, CONSOLIDATION, OR SALE OF ASSETS.

         The Company shall not, directly or indirectly, (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of its and its Restricted Subsidiaries' properties or
assets taken as a whole, in one or more related transactions to, another Person,
unless: (i) either (a) the Company is the surviving corporation, or (b) 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 of the United States or the District of
Columbia, (ii) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made assumes all the
obligations of the Company under the Registration Rights Agreement, the Notes
and this Indenture pursuant to agreements reasonably satisfactory to the
Trustee, (iii) immediately after such transaction no Default or Event of Default
exists and (iv) the Company 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 (A)
shall have Consolidated Net Worth immediately after the transaction equal to or
greater than the Consolidated Net Worth of the Company immediately preceding the
transaction and (B) 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. 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 its Wholly Owned Restricted
Subsidiaries. Furthermore, the provisions of this Section 5.01 shall not
prohibit a merger between the Company and a Restricted Subsidiary of the Company
formed solely for the purpose of reincorporating the Company or a Restricted
Subsidiary in another state of the United States or changing the legal form of
the Company or a Restricted Subsidiary.


                                      49

<PAGE>


SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made 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 corporation 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, HOWEVER, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.


                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

         Each of the following is an "Event of Default":

         (a) default for 30 days in the payment when due of interest on, or
Special Interest with respect to, the Notes whether or not prohibited by the
provisions of Article 11 hereof;

         (b) default 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 prohibited by the provisions of Article 11 hereof;

         (c) failure by the Company or any of its Restricted Subsidiaries to
comply with any of the provisions of Section 4.07, 4.09, 4.10, 4.15 or 5.01
hereof;

         (d) failure by the Company or any of its Restricted Subsidiaries to
observe or perform any other covenant, representation, warranty or other
agreement in this Indenture or the Notes for 60 days after notice to the Company
or any of its Restricted Subsidiaries 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) default 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 (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, if that default: (i) is caused by a
failure to pay principal of, or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default"), or (ii) 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
$10.0 million or more;


                                      50

<PAGE>

         (f) failure by the Company or any of its Restricted Subsidiaries to pay
final judgments not subject to further appeal aggregating in excess of $10.0
million, which judgments are not paid, discharged or stayed for a period of 60
days;

         (g) except as permitted by this 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 behalf of any Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee;

         (h) the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary pursuant to or within the
meaning of Bankruptcy Law:

               (i) commences a voluntary case,

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

               (iii) consents to the appointment of a custodian of it or for all
         or substantially all of its property,

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

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

         (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 is a Significant Subsidiary or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary in an involuntary case;

             (ii) appoints a custodian of the Company or any of its Restricted
         Subsidiaries that is a Significant Subsidiary or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary or for all or substantially all of the property
         of the Company or any of its Restricted Subsidiaries that is a
         Significant Subsidiary or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary; or

             (iii) orders the liquidation of the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary or any group
         of Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary;

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

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, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that taken as a whole, would constitute a Significant
Subsidiary) 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, if an Event
of Default


                                      51

<PAGE>

specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to
the Company, any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, 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 rescission 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.

         If an Event of Default occurs on or after June 1, 2006 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to June 1, 2006 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on ______ of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of the Notes on the date of
payment that would otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>

 Year                                                               Percentage
 ----                                                               ----------
<S>                                                                 <C>
 2006.........................................................       _______%
 2007.........................................................       _______%
 2008.........................................................       _______%
 2009.........................................................       _______%
 2010.........................................................       _______%
</TABLE>


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.

SECTION 6.04.     WAIVER OF PAST DEFAULTS.

         Holders of not less than 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 or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Special Interest, if any, or interest
on, the Notes (including in connection with an offer to purchase) (PROVIDED,
HOWEVER, 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


                                     52

<PAGE>

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, PROVIDED that the Trustee may require indemnity satisfactory to
it to be furnished prior to taking such actions. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly 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 Special Interest,
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.

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 Special Interest, 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.


                                      53


<PAGE>


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: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium and Special Interest, 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 Special Interest, 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.

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, 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

                                       54


<PAGE>

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 the permissive right of the Trustee
         shall not be construed as a duty; and

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

         (c) The Trustee may not be relieved from 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.

         (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 of Notes, unless such Holder shall have provided 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.


                                       55

<PAGE>

SECTION 7.02.     RIGHTS OF TRUSTEE.

         (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document and may
accept the same as conclusive evidence of the truth and accuracy of such
statement or the correctness of such opinion.

         (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 and the written 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 negligence of any agent appointed with due
care. Any expenses incurred shall be reimbursed by the Company.

         (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
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

         (g) The Trustee may appoint a co-Trustee if it so desires.

         (h) The Trustee shall not be liable for any action taken or omitted by
it in good faith on the direction of the Holders of not less than a majority in
principal amount of the then outstanding Notes as to the time, method and place
of conducting any proceedings for any remedy available to the Trustee or the
exercise of any power conferred by this Indenture.

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, the Notes, any supplements
thereto or instrument of further assurance; 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


                                       56


<PAGE>


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 if it is
known to the Trustee, 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 or Special 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.

         The Trustee shall not be required to take notice or be deemed to have
notice of any Event of Default, except failure of the obligor to cause to be
made any of the payments to the Trustee required to be made, unless the Trustee
shall be specifically notified by a writing of such default by the Company or by
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes delivered to the Corporate Trust Office of the Trustee and, in
the absence of such notice so delivered the Trustee may conclusively assume no
default exists.

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 Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit
by mail all reports as required by TIA Section 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 Section
313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange.

SECTION 7.07.     COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. 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 its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents, experts and counsel.

         The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it 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 may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may


                                       57


<PAGE>

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 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 obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

         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(h) or (i) 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 Section 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

         (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.


                                       58

<PAGE>

         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 Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.     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.

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, and each
of the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed


                                      59


<PAGE>


to have been discharged from its obligations with respect to its Subsidiary
Guarantees, on the date the conditions set forth below are satisfied
(hereinafter, "LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means
that the Company and each of the Guarantors 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, the Company shall be deemed to have satisfied all its
other obligations under such Notes and this Indenture, and each of the
Guarantors shall be deemed to have satisfied all of its obligations under its
Subsidiary Guarantee 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, or interest or premium or Special Interest, if any, 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 Guarantor's 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, 4.19, and 4.20 hereof and clause (iv)
of Section 5.01 hereof with respect to the outstanding Notes, and each of the
Guarantors 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, 4.19, and 4.20 hereof and clause (iv) of Section 5.01 hereof with
respect to its Subsidiary Guarantees 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, such
Notes, and such Subsidiary Guarantees shall be unaffected thereby. In addition,
upon the Company's exercise under Section 8.01 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:


                                       60

<PAGE>


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

         (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) or insofar as Sections 6.01(h) or 6.01(i)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

         (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
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f) the Company shall have delivered to the Trustee an Opinion of
Counsel (which may be subject to customary exceptions) to the effect that on the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

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

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


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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, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 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 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, HOWEVER, 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


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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;

         (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 provide for the assumption of the Company's obligations to the
Holders of the Notes by a successor to the Company pursuant to Article 5 hereof;

         (d) 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;

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

         (f) to provide for the issuance of Additional Notes in accordance with
the limitations set forth in this Indenture as of the date hereof; or

         (g) to allow any Guarantor to execute a supplemental indenture and/or a
Subsidiary Guarantee with respect to the Notes.

         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) 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, without limitation,
consents obtained in connection with a purchase of, or a tender offer or
exchange offer for, 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 or the


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<PAGE>

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, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, the Notes). Section 2.08 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):

         (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
except as provided with respect to Sections 3.09, 4.10 and 4.15 hereof;

         (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 Special Interest, 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 Special Interest, if any, on the
Notes;


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<PAGE>


         (g) waive a redemption payment with respect to any Note (other than a
payment required by Section 4.10 or 4.15);

         (h) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or

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

         In addition, any amendment to, or waiver of, Article 11 hereof that
adversely affects the rights of the Holders of Notes shall require the consent
of the Holders of at least 75% in aggregate principal amount of the Notes then
outstanding, voting as a single class, (including, without limitation, consents
obtained in connection with a purchase of, or a tender offer or exchange offer
for, the Notes).

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.

         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 adversely
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 entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.


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<PAGE>

                                  ARTICLE 10.
                              SUBSIDIARY GUARANTEES


SECTION 10.01.    GUARANTEE.

         Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally 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.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this 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. 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.

         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.


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<PAGE>


SECTION 10.02.    SUBORDINATION OF SUBSIDIARY GUARANTEE.

         The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 10 shall be junior and subordinated to the Senior
Guarantee of such Guarantor on the same basis as the Notes are junior and
subordinated to Senior Debt of the Company. 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 11 hereof.

SECTION 10.03.    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 10, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 10.04.    EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

         To evidence its Subsidiary Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E 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 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note 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.

         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 Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.24 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Subsidiary Guarantees in accordance with Section 4.24 hereof
and this Article 10, to the extent applicable.


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<PAGE>


SECTION 10.05.    GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         Except as otherwise provided in Section 10.06, 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 10.06 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, the 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 10.06.    RELEASES FOLLOWING SALE OF ASSETS.

         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 transactions) 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 hereunder and under its Subsidiary Guarantee; PROVIDED that the Net
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of this Indenture, including without limitation Section
4.10 hereof. 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 this
Indenture, including without limitation Section 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Subsidiary Guarantee.

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 this Indenture as
provided in this Article 10.


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                                   ARTICLE 11.
                                  SUBORDINATION

SECTION 11.01.    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 11, to the prior payment
in full 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 11.02.    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 11.03.    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 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 or other
         Obligations with respect to Designated Senior Debt occurs and is
         continuing beyond any applicable grace period in the agreement,
         indenture or other document governing such Designated Senior Debt; or

                  (ii) a default, other than a payment default, on 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 a
         Person who may give it pursuant to Section 11.11 hereof. 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
         effectiveness of the immediately prior Payment Blockage Notice and (B)
         all scheduled payments of principal, premium, if any, and interest on
         the Securities that have come due have been paid in full in cash.


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<PAGE>


         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 waived for a period of not less than 90 days.

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

                  (i)      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 11.03(a) hereof, 179 days pass after notice is received if the
         maturity of such Designated Senior Debt has not been accelerated,

if this Article 11 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

SECTION 11.04.    ACCELERATION OF SECURITIES.

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

SECTION 11.05.    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
11.03 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.

         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 11, 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 11, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 11.06.    NOTICE BY COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Notes to violate this Article 11, but failure to
give such notice shall not affect the subordination of the Notes to the Senior
Debt as provided in this Article 11.

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<PAGE>


SECTION 11.07.    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 11 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 11.08.    RELATIVE RIGHTS.

         This Article 11 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 11 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

SECTION 11.09.    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.

SECTION 11.10.    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 11, 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 11.

SECTION 11.11.    RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding the provisions of this Article 11 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

                                       71

<PAGE>

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
11. Only the Company or a Representative may give the notice. Nothing in this
Article 11 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 11.12.    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 11, 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 11.13.    AMENDMENTS.

         The provisions of this Article 11 shall not be amended or modified
without the written consent of the holders of all Senior Debt.

                               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 of cash in United
                  States dollars and non-callable Government Securities, 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/or Special Interest,
                  if any, and accrued interest to the date of maturity or
                  redemption;


                                       72

<PAGE>


(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.

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.

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 Section 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),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

                                       73

<PAGE>


         If to the Company and/or any Guarantor:

         Lone Star Technologies, Inc.
         15660 N. Dallas Parkway, Suite 500
         Dallas, TX  75248
         Telecopier No.:  (972) 770-6411
         Attention:  Robert F. Spears

         With a copy to:

         Fulbright & Jaworski L.L.P.
         2200 Ross Avenue, Suite 2800
         Dallas, TX  75201
         Telecopier No.:  (214) 855-8200
         Attention:  David Morrison, Esq.

         If to the Trustee:

         Wells Fargo Bank Minnesota,
           National Association
         505 Main Street
         Fort Worth, TX  76102
         Telecopier No.:  817-885-8650
         Attention:  Melissa Scott

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

                                       74

<PAGE>


SECTION 13.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company 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 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 Section 314(a)(4)) shall comply with the provisions of TIA
Section 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 of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

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 WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE

                                       75

<PAGE>


EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

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.

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 10.05.

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.

                         [Signatures on following page]

                                       76

<PAGE>



                                   SIGNATURES

<TABLE>

<S>                             <C>

Dated as of May 29, 2001        LONE STAR TECHNOLOGIES, INC.


                                By:   /s/ ROBERT F. SPEARS
                                      --------------------
                                Name:  Robert F. Spears
                                Title: Vice President, General Counsel and Secretary

                                WELLS FARGO BANK MINNESOTA,
                                    NATIONAL ASSOCIATION


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


                                ENVIRONMENTAL HOLDINGS, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                ZINKLAHOMA, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                LONE STAR STEEL COMPANY


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                LONE STAR LOGISTICS, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary


                                       77

<PAGE>



                                LONE STAR STEEL INTERNATIONAL, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                LONE STAR STEEL SALES COMPANY


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                ROTAC, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                T & N LONE STAR WAREHOUSE CO.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                TEXAS & NORTHERN RAILWAY COMPANY


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                LONE STAR ST HOLDINGS, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary


                                FINTUBE TECHNOLOGIES, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary




                                       78

<PAGE>

                                FINTUBE CANADA, INC.


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary

                                BELLVILLE TUBE CORPORATION


                                By: /s/ ROBERT F. SPEARS
                                    --------------------
                                Name:  Robert F. Spears
                                Title:  Vice President and Secretary
</TABLE>


                                       79

<PAGE>


                                                                       EXHIBIT A


                                                         CUSIP/CINS
                                                                    ------------

                    9.00% Senior Subordinated Notes due 2011

No.                                                                $
    ---                                                             ------------

                          LONE STAR TECHNOLOGIES, INC.

promises to pay to Cede & Co., or registered assigns, the principal sum of
                                                                           -----

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

Dollars on June 1, 2011.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and November 15

Dated:  May 29, 2001

                                                 LONE STAR TECHNOLOGIES, INC.


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


This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA,
  NATIONAL ASSOCIATION
  as Trustee

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


                                       A-1

<PAGE>



                                 [Back of Note]
                    9.00% Senior Subordinated Notes due 2011

[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. Lone Star Technologies, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
9.00% per annum from May 29, 2001 until maturity and shall pay the Special
Interest payable pursuant to Section 2 of the Registration Rights Agreement
referred to below. The Company will pay interest and Special Interest
semi-annually in arrears on June 1 and December 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 December 1, 2001. 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 Special Interest
(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 Special Interest to the Persons who are
registered Holders of Notes at the close of business on May 15 or November 15,
as the case may be, 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, interest, premium and
Special Interest, if any, at the office or agency of the Company maintained for
such purpose within the City and State of New York, or, at the option of the
Company, payment of interest and Special Interest 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 Special Interest
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, Wells Fargo Bank Minnesota,
National Association, 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.

         4. INDENTURE. The Company issued the Notes under an Indenture dated as
of May 29, 2001 ("Indenture") between 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


                                      A-2
<PAGE>


Indenture Act of 1939, as amended (15 U.S. Code Sections 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.

         5. OPTIONAL REDEMPTION.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to June 1, 2006.
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 Special Interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on June 1
of the years indicated below:

<TABLE>
<CAPTION>

   YEAR                                                             PERCENTAGE
<S>                                                                 <C>
   2006......................................................        104.500%
   2007......................................................        103.000%
   2008......................................................        101.500%
   2009 and thereafter.......................................        100.000%

</TABLE>

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to June 1, 2004, the Company may redeem up to 35%
of the aggregate principal amount of Notes originally issued at a redemption
price of 109% of the principal amount thereof, plus accrued and unpaid interest
and Special Interest thereon, if any, to the redemption date, with the net cash
proceeds of one or more Equity Offerings; PROVIDED that (1) at least 65% of the
aggregate principal amount of Notes originally issued remains outstanding
immediately after the occurrence of such redemption; and (2) that such
redemption occurs within 90 days of the date of the closing of such Equity
Offering.

         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 $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest Special Interest thereon, if any, to the date of purchase the
"Change of Control Payment"). Within 15 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 Subsidiary consummates any Asset Sales, within
ten Business Days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 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) and such
other PARI PASSU Indebtedness 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 and Special Interest thereon, if any,
to the date of purchase, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and other


                                      A-3
<PAGE>

PARI PASSU Indebtedness tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency
for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes surrendered by Holders thereof and other PARI PASSU
Indebtedness tendered 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 $1,000 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 $1,000 and 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.

         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 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, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, 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 provide for
the Issuance of Additional Notes in accordance with the limitations set forth in
the Indenture, to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture as of the date of the Indenture,
or to allow any Guarantor to execute a supplemental indenture to the Indenture
and/or a Subsidiary Guarantee with respect to the Notes.

         12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Special Interest on the Notes;
(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, (iii) failure
by the Company or any of its Restricted Subsidiaries to comply with Section
4.07, 4.09, 4.10 or 5.01 of the Indenture; (iv) failure by the


                                      A-4
<PAGE>

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 comply with certain other agreements in the Indenture or the
Notes; (v) default under certain other agreements relating to Indebtedness of
the Company which default is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness of the date of such default or
results in the acceleration of such Indebtedness prior to its express
maturity; (vi) certain final judgments for the payment of money that remain
undischarged for a period of 60 days; (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Material Subsidiaries;
and (viii) 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 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.
Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency, all outstanding Notes will
become due and payable without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of
the then outstanding Notes may direct the Trustee in its exercise of any
trust or power. 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 or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest on, or the
principal of, the Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company
is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of
Default.

         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 Registration
Rights Agreement dated as of May 29, 2001, between the Company and the
parties named on the signature pages thereof (the "Registration Rights
Agreement").


                                      A-5
<PAGE>

         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 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:

Lone Star Technologies, Inc.
P.O. Box 803546
Dallas, TX 75380-3546
Attention:  Sharon Goodrich






























                                      A-6
<PAGE>



                                 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-7
<PAGE>



                       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      Section 4.15

         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-8
<PAGE>



              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:

<TABLE>
<CAPTION>

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



</TABLE>










































                                       A-9
<PAGE>



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Lone Star Technologies, Inc.
15660 N. Dallas Parkway, Suite 500
Dallas, TX 75248

Wells Fargo Bank Minnesota,
  National Association
213 Court Street
Middletown, CT 06457

         Re: 9.00% SENIOR SUBORDINATED NOTES DUE 2011

         Reference is hereby made to the Indenture, dated as of May 29, 2001
(the "INDENTURE"), among Lone Star Technologies, Inc., as issuer (the
"COMPANY"), each of Environmental Holdings, Inc., a Delaware corporation,
Zinklahoma, Inc., a Delaware corporation, Lone Star Steel Company, a Delaware
corporation, Lone Star Logistics, Inc., a Texas corporation, Lone Star Steel
International, Inc., a Delaware corporation, Lone Star Steel Sales Company, a
Delaware corporation, Rotac, Inc., a Texas corporation, T & N Lone Star
Warehouse Co., a Texas corporation, Texas & Northern Railway Company, a Texas
corporation, Lone Star ST Holdings, Inc., a Delaware corporation, Fintube
Technologies, Inc., an Oklahoma corporation, Fintube Canada, Inc., a Delaware
corporation, and Bellville Tube Corporation, a Texas corporation
(collectively, the "GUARANTORS"), and Wells Fargo Bank Minnesota, National
Association, 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


                                      B-1
<PAGE>

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, (iii)
the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). 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.

         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;

                                       or

                (d) / /  such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies
         that it has not engaged in any general solicitation within the
         meaning of Regulation D under the Securities Act and the Transfer
         complies with the transfer restrictions applicable to beneficial
         interests in a Restricted Global Note or Restricted Definitive Notes
         and the requirements of the exemption claimed, which certification is
         supported by (1) a certificate executed by the Transferee in the form
         of Exhibit D to the Indenture and (2) if such Transfer is in respect
         of a principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in 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 be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the 144A Global Note and/or the Definitive Notes and in
         the Indenture and the Securities Act.


                                      B-2
<PAGE>


         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 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
<PAGE>


                       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 542312 AA 1), or

                  (ii) / /   Regulation S Global Note (CUSIP U54231 AB 8); 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 542312 AA 1), or

                  (ii) / /  Regulation S Global Note (CUSIP U54231 AB 8); or

                 (iii) / /  Unrestricted Global Note (CUSIP 542312 AB 9); or

             (b) / /  a Restricted Definitive Note; or

             (c) / /  an Unrestricted Definitive Note,

             in accordance with the terms of the Indenture.





























                                      B-4
<PAGE>


                                                                       EXHIBIT C




                         FORM OF CERTIFICATE OF EXCHANGE


Lone Star Technologies, Inc.
15660 N. Dallas Parkway, Suite 500
Dallas, TX 75248


Wells Fargo Bank Minnesota,
  National Association
213 Court Street
Middletown, CT 06457


         Re:  9.00% SENIOR SUBORDINATED NOTES DUE 2011

                                   (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of May 29, 2001
(the "INDENTURE"), among Lone Star Technologies, Inc., as issuer (the
"COMPANY"), each of Environmental Holdings, Inc., a Delaware corporation,
Zinklahoma, Inc., a Delaware corporation, Lone Star Steel Company, a Delaware
corporation, Lone Star Logistics, Inc., a Texas corporation, Lone Star Steel
International, Inc., a Delaware corporation, Lone Star Steel Sales Company, a
Delaware corporation, Rotac, Inc., a Texas corporation, T & N Lone Star
Warehouse Co., a Texas corporation, Texas & Northern Railway Company, a Texas
corporation, Lone Star ST Holdings, Inc., a Delaware corporation, Fintube
Technologies, Inc., an Oklahoma corporation, Fintube Canada, Inc., a Delaware
corporation, and Bellville Tube Corporation, a Texas corporation
(collectively, the "GUARANTORS"), and Wells Fargo Bank Minnesota, National
Association, 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


                                      C-1
<PAGE>


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) 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, / / 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.

                                      C-2
<PAGE>



         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-3
<PAGE>

                                                                       EXHIBIT D



                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Lone Star Technologies, Inc.
15660 N. Dallas Parkway, Suite 500
Dallas, TX 75248

Wells Fargo Bank Minnesota,
  National Association
213 Court Street
Middletown, CT 06457

         Re: 9.00% SENIOR SUBORDINATED NOTES DUE 2011

         Reference is hereby made to the Indenture, dated as of May 29, 2001
(the "INDENTURE"), between Lone Star Technologies, Inc., as issuer (the
"COMPANY"), each of Environmental Holdings, Inc., a Delaware corporation,
Zinklahoma, Inc., a Delaware corporation, Lone Star Steel Company, a Delaware
corporation, Lone Star Logistics, Inc., a Texas corporation, Lone Star Steel
International, Inc., a Delaware corporation, Lone Star Steel Sales Company, a
Delaware corporation, Rotac, Inc., a Texas corporation, T & N Lone Star
Warehouse Co., a Texas corporation, Texas & Northern Railway Company, a Texas
corporation, Lone Star ST Holdings, Inc., a Delaware corporation, Fintube
Technologies, Inc., an Oklahoma corporation, Fintube Canada, Inc., a Delaware
corporation, and Bellville Tube Corporation, a Texas corporation (collectively,
the "GUARANTORS"), and Wells Fargo Bank Minnesota, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) / /    a beneficial interest in a Global Note, or

         (b) / /    a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which
we are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and,
if such transfer is in respect of a principal amount of Notes, at the time of
transfer of less than $250,000,s an Opinion of Counsel in


                                      D-1
<PAGE>


form reasonably acceptable to the Company to the effect that such transfer is
in compliance with the Securities Act, (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising
such purchaser that resales thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

         5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of
which is an institutional "accredited investor") as to each of which we
exercise sole investment discretion.

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

                                      -----------------------------------------
                                        [Insert Name of Accredited Investor]


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

Dated:
      ----------------------












                                      D-2
<PAGE>


                                                                       EXHIBIT E


                          FORM OF SUBSIDIARY GUARANTEE

         For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture dated as of May 29, 2001 (the
"INDENTURE") among Lone Star Technologies, Inc., the Guarantors listed on
Schedule I thereto and Wells Fargo Bank Minnesota, National Association, as
trustee (the "TRUSTEE"), (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue principal and premium, and, to the
extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations,
that the same 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 10 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, HOWEVER, 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:




















                                      E-1
<PAGE>


                                                                       EXHIBIT H


                         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 Lone Star Technologies, Inc. (or its permitted successor), a
Delaware corporation (the "COMPANY"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and Wells Fargo Bank Minnesota,
National Association, 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 May 29, 2001 providing for
the issuance of an aggregate principal amount of $150,000,000 of 9.00% Senior
Subordinated Notes due 2011 (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 or any performance
                 so guaranteed for whatever reason, the Guarantors shall be
                 jointly and severally obligated to pay the same immediately.


                                      H-1


<PAGE>
                                                                       EXHIBIT H

                  (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 10.03 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.

         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.


                                       H-2


<PAGE>
                                                                       EXHIBIT H

         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 10.05 and 10.06 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 10.06
         of Article 10 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 Indenture,
         including without limitation Section 4.10 of the Indenture, the Trustee
         shall execute any


                                       H-3


<PAGE>
                                                                       EXHIBIT H

         documents reasonably required in order to evidence the release of any
         Guarantor from its obligations under its Subsidiary 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 10 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.

                                      H-4


<PAGE>
                                                                       EXHIBIT H

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

         Dated:                 ,
                 ---------------  ----


                                      [GUARANTEEING SUBSIDIARY]

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

                                      Lone Star Technologies, Inc.

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

                                      [EXISTING GUARANTORS]

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

                                      Wells Fargo Bank Minnesota, National
                                      Association, as Trustee

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



                                       H-5


<PAGE>
                                                                       EXHIBIT H

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

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

         Environmental Holdings, Inc.

         Zinklahoma, Inc.

         Lone Star Steel Company

         Lone Star Logistics, Inc.

         Lone Star Steel International, Inc.

         Lone Star Steel Sales Company

         Rotac, Inc.

         T & N Lone Star Warehouse Co.

         Texas & Northern Railway Company

         Lone Star ST Holdings, Inc.

         Fintube Technologies, Inc.

         Fintube Canada, Inc.

         Bellville Tube Corporation



                                       H-6