<PAGE>   1


                                                                    EXHIBIT 4.13


                              THERMADYNE MFG. LLC,
                                    AS ISSUER

                                       AND

                                   [TRUSTEE],
                                   AS TRUSTEE

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

                                    INDENTURE

                              DATED AS OF [_______]

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

                       JUNIOR SUBORDINATED NOTES DUE 2009



<PAGE>   2


                                TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----

<S>                                                                                            <C>
                                             ARTICLE 1
                      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.  Definitions......................................................................1
SECTION 1.02.  Other Definitions...............................................................10
SECTION 1.03.  Rules of Construction...........................................................10
SECTION 1.04.  Incorporation by Reference of TIA...............................................11
SECTION 1.05.  Conflict with TIA...............................................................11
SECTION 1.06.  Compliance Certificates and Opinions............................................11
SECTION 1.07.  Form of Documents Delivered to Trustee..........................................12
SECTION 1.08.  Acts of Noteholders; Record Dates...............................................12
SECTION 1.09.  Notices, Etc., to Trustee and Company...........................................14
SECTION 1.10.  Notices to Holders; Waivers.....................................................14
SECTION 1.11.  Effect of Headings and Table of Contents........................................15
SECTION 1.12.  Successors and Assigns..........................................................15
SECTION 1.13.  Separability Clause.............................................................15
SECTION 1.14.  Benefits of Indenture...........................................................15
SECTION 1.15.  Governing Law...................................................................15
SECTION 1.16.  Legal Holidays..................................................................15
SECTION 1.17.  No Personal Liability of Directors, Officers, Employees,
         Incorporators and Stockholders........................................................16
SECTION 1.18.  Exhibits and Schedules..........................................................16
SECTION 1.19.  Counterparts....................................................................16

                                             ARTICLE 2
                                            NOTE FORMS

SECTION 2.01.  Forms Generally.................................................................16
SECTION 2.02.  Form of Trustee' Certificate of Authentication..................................16
SECTION 2.03.  Restrictive Legends.............................................................17

                                             ARTICLE 3
                                             THE NOTES

SECTION 3.01.  Title and Terms.................................................................18
SECTION 3.02.  Denominations...................................................................20
SECTION 3.03.  Execution, Authentication and Delivery and Dating...............................20
SECTION 3.04.  Registration, Registration of Transfer and Exchange.............................20
SECTION 3.05.  Mutilated, Destroyed, Lost and Stolen Notes.....................................21
SECTION 3.06.  Payment of Interest Rights Preserved............................................22
SECTION 3.07.  Persons Deemed Owners...........................................................22
SECTION 3.08.  Cancellation....................................................................22
SECTION 3.09.  Computation of Interest and Accretion...........................................23
SECTION 3.10.  Transfer Provisions.............................................................23
</TABLE>



<PAGE>   3


<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----

<S>                                                                                            <C>
                                             ARTICLE 4
                                             COVENANTS

SECTION 4.01.  Payment of Accreted Value and Interest..........................................25
SECTION 4.02.  Maintenance of Office or Agency.................................................25
SECTION 4.03.  Taxes...........................................................................25
SECTION 4.04.  Stay, Extension and Usury Laws..................................................25
SECTION 4.05.  Certificates to Trustee.........................................................25
SECTION 4.06.  Limitation on Certain Indebtedness..............................................26
SECTION 4.07.  Limitation on Redemption of Parity Securities and Junior
         Securities............................................................................26
SECTION 4.08.  Transactions with Affiliates....................................................26
SECTION 4.09.  Corporate Existence.............................................................27
SECTION 4.10.  Offer to Repurchase upon Change of Control......................................28

                                             ARTICLE 5
                              CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 5.01.  Consolidation, Merger or Sale of Assets.........................................29
SECTION 5.02.  Opinion of Counsel to Trustee...................................................29

                                             ARTICLE 6
                                             REMEDIES

SECTION 6.01.  Control by Majority.............................................................29
SECTION 6.02.  Limitation on Suits.............................................................30
SECTION 6.03.  Rights of Holders to Receive Payment............................................30
SECTION 6.04.  Trustee May File Proofs of Claim................................................30
SECTION 6.05.  Priorities......................................................................31
SECTION 6.06.  Undertaking for Costs...........................................................31
SECTION 6.07.  Restoration of Rights and Remedies..............................................31
SECTION 6.08.  Rights and Remedies Cumulative..................................................31

                                             ARTICLE 7
                                            THE TRUSTEE

SECTION 7.01.  Certain Duties and Responsibilities.............................................32
SECTION 7.02.  Certain Rights of Trustees......................................................32
SECTION 7.03.  Not Responsible for Recitals or Issuance of Notes...............................33
SECTION 7.04.  Trustee's Disclaimer............................................................34
SECTION 7.05.  May Hold Notes..................................................................34
SECTION 7.06.  Money Held in Trust.............................................................34
SECTION 7.07.  Compensation and Reimbursement..................................................34
SECTION 7.08.  Conflicting Interests...........................................................34
SECTION 7.09.  Corporate Trustee Required; Eligibility.........................................35
</TABLE>

                                       ii

<PAGE>   4


<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----

<S>                                                                                            <C>
SECTION 7.10.  Resignation and Removal; Appointment of Successor...............................35
SECTION 7.11.  Acceptance of Appointment by Successor..........................................36
SECTION 7.12.  Merger, Conversion, Consolidation or Succession to Business.....................37
SECTION 7.13.  Preferential Collection of Claims Against the Company...........................37
SECTION 7.14.  Appointment of Authenticating Agent.............................................37

                                             ARTICLE 8
                       HOLDERS' LIST AND REPORTS BY TRUSTEE AND THE COMPANY

SECTION 8.01.  The Company to Furnish Trustee Names and Addresses of
         Holders...............................................................................37
SECTION 8.02.  Preservation of Information; Communications to Holders..........................38
SECTION 8.03.  Reports by Trustee..............................................................38

                                             ARTICLE 9
                                  AMENDMENT, SUPPLEMENT OR WAIVER

SECTION 9.01.  Without Consent of the Holders..................................................38
SECTION 9.02.  With Consent of Holders.........................................................39
SECTION 9.03.  Execution of Amendments, Supplements or Waivers.................................40
SECTION 9.04.  Revocation and Effect of Consents...............................................40
SECTION 9.05.  Conformity with TIA.............................................................41
SECTION 9.06.  Notation on or Exchange of Notes................................................41

                                            ARTICLE 10
                                        REDEMPTION OF NOTES

SECTION 10.01.  Right of Redemption............................................................41
SECTION 10.02.  Applicability of Article.......................................................42
SECTION 10.03.  Notice of Redemption...........................................................42
SECTION 10.04.  Deposit of Redemption Price....................................................43
SECTION 10.05.  Notes Payable on Redemption Date...............................................43

                                            ARTICLE 11
                                    SATISFACTION AND DISCHARGE

SECTION 11.01.  Satisfaction and Discharges of Indenture.......................................43
SECTION 11.02.  Application of Trust Money.....................................................44

                                            ARTICLE 12
                                DEFEASANCE AND COVENANT DEFEASANCE

SECTION 12.01.  Option of the Company to Effect Defeasance or Covenant
         Defeasance............................................................................45
SECTION 12.02.  Legal Defeasance and Discharge.................................................45
SECTION 12.03.  Covenant Defeasance............................................................45
</TABLE>

                                      iii

<PAGE>   5


<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----

<S>                                                                                            <C>
SECTION 12.04.  Conditions to Legal or Covenant Defeasance.....................................46
SECTION 12.05.  Deposited Money and Government Securities to Be Held in
         Trust; Other Miscellaneous Provisions.................................................47
SECTION 12.06.  Repayment to Company...........................................................48
SECTION 12.07.  Reinstatement..................................................................48

                                            ARTICLE 13
                                           SUBORDINATION

SECTION 13.01.  Agreement to Subordinate.......................................................48
SECTION 13.02.  Liquidation; Dissolution; Bankruptcy...........................................49
SECTION 13.03.  Default on Designated Senior Indebtedness......................................49
SECTION 13.04.  When Distributions Must Be Paid Over...........................................50
SECTION 13.05.  Notice.........................................................................51
SECTION 13.06.  Subrogation....................................................................51
SECTION 13.07.  Relative Rights................................................................52
SECTION 13.08.  The Company and Holders May Not Impair Subordination...........................52
SECTION 13.09.  Distribution or Notice to Representative.......................................53
SECTION 13.10.  Rights of Trustee and Paying Agent.............................................53
SECTION 13.11.  Authorization to Effect Subordination..........................................53
SECTION 13.12.  Payment........................................................................54
</TABLE>

EXHIBIT A        -  Form of Note
EXHIBIT B        -  Form of Regulation S Certificate
EXHIBIT C        -  Form of Accredited Investor Certificate

                                       iv

<PAGE>   6


     INDENTURE, dated as of [________] (as amended, supplemented or otherwise
modified from time to time, the "INDENTURE"), between Thermadyne Mfg. LLC, a
Delaware limited liability company, as Issuer (the "COMPANY"), and [TRUSTEE], a
[________] banking corporation, as trustee (the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of Junior Subordinated Notes due 2009 of
the Company in an initial aggregate principal amount at maturity of the Accreted
Value attributable to $25,000,000 (the "NOTES") issuable as provided in this
Indenture. All things necessary to make the Notes, when duly issued, executed
and delivered by the Company and authenticated and delivered by the Trustee
hereunder, the valid obligation of the Company, and to make this Indenture a
valid agreement of the Company as of the date hereof, in accordance with the
terms of the Notes and this Indenture, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually agreed, for the equal and ratable benefit of
all Holders, as follows:

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. Definitions.

     "AFFILIATE" means, as applied to any Person, (i) any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise or (ii) without
limiting the foregoing, the beneficial ownership of 10% or more of the voting
power of the Voting Stock of such Person (on a fully diluted basis) or of
warrants or rights to acquire such Voting Stock whether or not presently
exercisable.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee pursuant
to Section 7.14 to act on behalf of the Trustee to authenticate Notes of one or
more series.

     "BANK INDEBTEDNESS" means all Obligations, and all other obligations
(monetary or otherwise) pursuant to the Credit Agreement and all Hedging
Obligations payable to a lender or an Affiliate thereof or to a Person that was
a lender or an Affiliate thereof at the time the contract was entered into under
the Credit Agreement or any of its Affiliates (including, without limitation,
all interest accruing on or after, or which would accrue



<PAGE>   7


but for, the filing of any petition in bankruptcy or for reorganization, whether
or not allowed thereby).

     "BOARD OF DIRECTORS" means, with respect to any Person, the board of
directors or board of managers of such Person or any committee thereof duly
authorized to act on behalf of such board. Unless the context otherwise
requires, "BOARD OF DIRECTORS" refers to the Board of Directors of the Company.

     "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by its Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee. Unless the context otherwise requires, "BOARD RESOLUTION" refers to a
Board Resolution of the Company.

     "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized by law to close.

     "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "CAPITAL STOCK" means (a) in the case of a corporation, corporate stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) 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.

     "CEDEL" means Cedel Bank, societe anonyme.

     "CHANGE OF CONTROL" means (i) the failure of Parent at any time to own,
directly or indirectly, free and clear of all Liens and encumbrances (other than
Liens of the types permitted to exist under clauses (b), (f) and (i) of Section
7.2.3 of the Credit Agreement), all right, title and interest in 100% of the
Capital Stock of the Company; (ii) the failure of DLJMB to own at least 51% (on
a fully diluted basis) of the economic and voting interest in the Voting Stock
of Parent; or (iii) the failure of DLJMB at any time to have the right to
designate or nominate at least 51% of the Board of Directors of Parent.

     "CLOSING DATE" means the date on which the Notes are originally issued.

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

     "COMMON STOCK" means, with respect to any Person, any and all shares of
such Person's Capital Stock (excluding Preferred Stock of such Person),
including, without limitation, all series and classes of such common stock.

                                       2

<PAGE>   8


     "COMPANY" means Thermadyne Mfg. LLC, a Delaware limited liability company,
and any successor in interest thereto.

     "COMPANY REQUEST," "COMPANY ORDER" and "COMPANY CONSENT" mean,
respectively, a written request, order or consent signed in the name of the
Company by an Officer of the Company.

     "CONTINUING MEMBERS" means, as of any date of determination, any member of
the Board of Directors of the Company who (a) was a member of such Board of
Directors immediately after the issuance of the Notes or (b) was nominated for
election or elected to such Board of Directors with the approval of, or whose
election to the Board of Directors was ratified by, at least a majority of the
Continuing Members who were members of such Board of Directors at the time of
such nomination or election.

     "CORPORATE TRUST OFFICE" means the principal office of the Trustee, at
which at any particular time its corporate trust business shall be administered,
which office on the Closing Date is located at [_____________].

     "CREDIT AGREEMENT" means that certain Credit Agreement, dated as of May 22,
1998, by and among the Company and certain of its foreign subsidiaries,
Donaldson, Lufkin & Jenrette Securities Corporation, as arranger, DLJ Capital
Funding, Inc., as syndication agent, and ABN AMRO Bank N.V., Chicago Branch, as
administrative agent, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and, in
each case, as amended, modified, renewed, refunded, replaced or refinanced from
time to time, including, without limitation, any agreement (i) extending or
shortening the maturity of any Indebtedness incurred thereunder or contemplated
thereby, (ii) adding or deleting borrowers or guarantors thereunder, (iii)
increasing the amount of Indebtedness incurred thereunder or available to be
borrowed thereunder, or (iv) otherwise altering the terms and conditions
thereof.

     "DESIGNATED SENIOR INDEBTEDNESS" means the Bank Indebtedness and the High
Yield Notes.

     "DLJMB" means DLJ Merchant Banking Partners II, L.P. and its Affiliates.

     "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).

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

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect on the Closing Date, including without limitation, those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.

                                       3

<PAGE>   9


     "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, letters of credit or
reimbursement agreements in respect thereof), of all or any party of any
Indebtedness.

     "HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of
such Person under (a) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (b) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

     "HIGH YIELD NOTES" means the 9 7/8% Senior Subordinated Notes due 2008 of
the Company and Thermadyne Capital Corporation.

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

     "INCUR" means, with respect to any Indebtedness, to incur, create, issue,
assume, guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness;
provided that (i) the Indebtedness of a Person existing at the time such Person
became a Subsidiary shall be deemed to have been Incurred by such Subsidiary and
(ii) that neither the accrual of interest, the accretion of original issue
discount or the payment-in-kind of interest shall be considered an Incurrence of
Indebtedness.

     "INDEBTEDNESS" means, with respect to any Person, any indebtedness of such
Person in respect of borrowed money or evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in respect
thereof) or banker's acceptances or representing Capital Lease Obligations or
the balance deferred and unpaid of the purchase price of any property or
representing any Hedging Obligations, except any such balance that constitutes
an accrued expense or trade payable, if and to the extent any of the foregoing
Indebtedness (other than letters of credit and Hedging Obligations) would appear
as a liability upon a balance sheet of such Person prepared in accordance with
GAAP, as well as Indebtedness of others secured by a Lien on any asset of such
Person (whether or not such Indebtedness is assumed by such Person) and, to the
extent not otherwise included, the guarantee by such Person of any Indebtedness
of any other Person. The amount of any Indebtedness outstanding as of any date
shall be (a) the accreted value thereof (together with any interest thereon that
is more than 30 days past due), in the case of any Indebtedness that does not
require current payments of interest, and (b) the principal amount thereof, in
the case of any other Indebtedness.

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

     "INTEREST PAYMENT DATES" means each of the payment dates specified as
Interest Payment Dates on the face of the Notes.

                                       4

<PAGE>   10


     "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).

     "JUNIOR SECURITIES" means with respect to the Company any equity securities
of the Company or Parent and any debt of the Company or Parent which is by its
terms junior in right of payment to the Notes.

     "MANAGEMENT LOANS" means one or more loans by the Company or Parent to
officers and/or directors of the Company and any of its Subsidiaries to finance
the purchase by such officers and directors of common stock of Parent; provided,
however, that the aggregate principal amount of all such Management Loans
outstanding at any time shall not exceed $6.0 million.

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

     "NOTES" means the Company's Junior Subordinated Notes Due 2009, issued on
the Closing Date.

     "OBLIGATIONS" means all obligations (whether in existence on the Closing
Date or arising thereafter) for, or guaranteeing the payment of, principal,
premium, interest (including, without limitation, all interest accrued or
accruing after the commencement of any Reorganization of any Person obligated
with respect thereto in accordance with and at the contract rate (including,
without limitation, any rate applicable upon default) specified in the agreement
or instrument creating, evidencing or governing any Indebtedness, whether or
not, pursuant to applicable law or otherwise, the claim for such interest is
allowed as a claim in such case or proceeding), penalties, fees,
indemnifications, reimbursements and other amounts in respect of any
Indebtedness, and any amendment, extension or refunding of any of the foregoing,
without duplication.

     "OFFICER" means, with respect to the Company or any other obligor upon the
Notes, the Chairman of the Board, the President, the Chief Executive Officer,
the Chief Financial Officer or any Vice President (a) of such Person or (b) if
such Person is owned or managed by a single entity, of each such entity.

     "OFFICER'S CERTIFICATE" means, with respect to the Company or any other
obligor upon the Notes, a certificate signed by an Officer of each such Person.

     "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

                                       5

<PAGE>   11


     "OUTSTANDING" when used with respect to Notes means, as of the date of
determination, all Notes theretofore authenticated and delivered under this
Indenture, except:

          (i) Notes theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Notes for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     in trust for the Holders of such Notes, provided that, if such Notes are to
     be redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor reasonably satisfactory to the Trustee has
     been made; and

          (iii) Notes in exchange for or in lieu of which other Notes have been
     authenticated and delivered pursuant to this Indenture.

     A Note does not cease to be Outstanding because the Company or any
Affiliate of the Company holds the Note, provided that in determining whether
the Holders of the requisite amount of Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Company or any Affiliate of the Company shall be disregarded and
deemed not to be Outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which the
Trustee actually knows are so owned shall be so disregarded. Notes so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the reasonable satisfaction of the Trustee the pledgee's right to
act with respect to such Notes and that the pledgee is not the Company or an
Affiliate of the Company.

     "PARITY SECURITIES" means, with respect to the Company, any debt that ranks
pari passu in right of payment with the Notes.

     "PAYING AGENT" means any Person authorized by the Company to pay the
Accreted Value of or interest, if any, on any Notes on behalf of the Company.

     "PERSON" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency, instrumentality or political
subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business).

     "PLACE OF PAYMENT" means a city or any political subdivision thereof
referred to in Article 3 and initially designated under Section 4.02.

     "PREDECESSOR NOTES" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under

                                       6

<PAGE>   12


Section 3.05 in lieu of a mutilated, destroyed, lost or stolen Note shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Note.

     "PREFERRED STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non- voting) of such Person's preferred or preference stock, whether
now outstanding or hereafter issued, including, without limitation, all series
and classes of such preferred or preference stock.

     "PRINCIPAL" means DLJMB.

     "QIB", or "QUALIFIED INSTITUTIONAL BUYER" means a "qualified institutional
buyer," as the term is defined in Rule 144A under the Securities Act.

     "RECEIVABLES FACILITY" means one or more receivables financing facilities,
as amended from time to time, pursuant to which the Company or any of its
Subsidiaries sells its accounts receivable.

     "REDEMPTION DATE" when used with respect to any Note to be redeemed or
purchased means the date fixed or such redemption or purchase by or pursuant to
this Indenture and the Notes.

     "REDEMPTION PRICE" when used with respect to any Note to be redeemed or
purchased means the price at which it is to be redeemed or purchased pursuant to
this Indenture and the Notes.

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

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of the Closing Date among the Company and the buyers party thereto, as
such agreement may be amended from time to time.

     "REGISTRATION STATEMENT" means any Note Registration Statement as defined
in the Registration Rights Agreement.

     "REGULAR RECORD DATE" means each of the record dates specified as a Regular
Record Date on the face of the Notes.

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

     "RELATED PARTY" means, with respect to the Principal, (i) any controlling
stockholder or partner of the Principal on the date the Notes are first issued,
or (ii) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding (directly or
through one or more Subsidiaries) a

                                       7

<PAGE>   13


51% or more controlling interest of which consist of the Principal and/or such
other Persons referred to in the immediately preceding clauses (i) or (ii).

     "REORGANIZATION" means, with respect to any Person, any reorganization,
bankruptcy, insolvency, receivership or other similar statutory or common law
proceedings or arrangements, including without limitation any proceeding under
Title 11, United States Code or any similar federal, state or foreign law for
the relief of debtors, involving such Person or the readjustment of such
Person's liabilities or any assignment for the benefit of creditors or any
marshaling of the assets or liabilities of such Person.

     "REPRESENTATIVE" means any trustee, agent or representative (if any) for an
issue of Senior Indebtedness of the Company.

     "RESALE RESTRICTION TERMINATION DATE" means, with respect to any Note, the
date that is two years (or such other period as may hereafter be provided under
Rule 144(k) under the Securities Act or any successor provision thereto as
permitting the resale by non- affiliates of Restricted Securities without
restriction) after the later of the original issue date in respect of such Note
and the last date on which the Company or any Affiliate of the Company was the
owner of such Note (or any Predecessor Note thereto).

     "RESPONSIBLE OFFICER" when used with respect to the Trustee means any
officer in the corporate trust department of the Trustee, and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

     "RESTRICTED PERIOD" means, with respect to any Notes, the 40-day
distribution compliance period as defined in Regulation S with respect to such
Notes.

     "RESTRICTED SECURITY" has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to receive, at its request, and conclusively rely on an Opinion of
Counsel with respect to whether any Note constitutes a Restricted Security.

     "SEC" means the Securities and Exchange Commission.

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

     "SENIOR INDEBTEDNESS" means, with respect to any Person, (a) all
Obligations of such Person outstanding under (i) the High Yield Notes and (ii)
the Credit Agreement and all Hedging Obligations payable to a lender or an
Affiliate thereof or to a Person that was a lender or an Affiliate thereof at
the time the contract was entered into under the Credit Agreement or any of its
Affiliates, including, without limitation, interest accruing subsequent to the
filing of, or which would have accrued but for the filing of, a petition for
bankruptcy, whether or not such interest is an allowable claim in such
bankruptcy proceeding, (b) any other Indebtedness, unless the instrument under
which such Indebtedness is incurred expressly provides that it is subordinated
in right of payment to any other Senior Indebtedness of such Person and (c) all
Obligations with respect to the

                                       8

<PAGE>   14


foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include (i) any liability for federal, state, local or
other taxes, (ii) any Indebtedness of such Person (other than pursuant to the
Credit Agreement) to any of its Subsidiaries or other Affiliates, (iii) any
trade payables or (iv) any Indebtedness that is incurred in violation of this
Indenture.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.06.

     "STATED MATURITY" means (i) with respect to any debt security, the date
specified in such debt security as the fixed date on which the final installment
of principal or Accreted Value of such debt security is due and payable and (ii)
with respect to any scheduled installment of principal or Accreted Value of or
interest on any debt security, the date specified in such debt security as the
fixed date on which such installment is due and payable, in each case, as set
forth in the original documentation governing such debt security.

     "SUBSIDIARY" means, with respect to any Person, (a) 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
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership or limited liability company (i) the sole
general partner or the managing general partner or managing member of which is
such Person or a Subsidiary or such Person or (ii) the only general partners or
managing members of which are such Person or of one or more Subsidiaries of such
Person (or any combination thereof).

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

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

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

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

                                       9

<PAGE>   15


     SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                      DEFINED
        TERM                                                        IN SECTION

<S>                                                                    <C>
Accreted Value                                                         3.01
Act                                                                    1.08
Affiliate Transaction                                                  4.08
Authentication Order                                                   3.03
Blockage Notice                                                       13.03
Cash Payment Notice                                                    3.01
Change of Control Offer                                                4.10(a)
Change of Control Payment                                              4.10(a)
Change of Control Payment Date                                         4.10(a)
Covenant Defeasance                                                   12.03
Defaulted Interest                                                     3.06
Expiration Date                                                        1.08
Interest Payment Date                                                  3.01
Junior Securities Distribution                                         4.07
Legal Defeasance                                                      12.02
pay the Notes                                                         13.03
Payment Blockage Period                                               13.03
Place of Payment                                                       3.01
Private Placement Legend                                               2.03
Redemption Amount                                                     10.01
Regular Record Date                                                    3.01
Successor Company                                                      5.01
</TABLE>

     SECTION 1.03. Rules of Construction. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Indenture have the meanings assigned to them
in this Indenture;

     (b) "or" is not exclusive;

     (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP and, unless expressly provided
otherwise, all determinations and computations made pursuant to any provision
hereof shall be made in accordance with GAAP;

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

     (e) all references to "$" or "dollars" shall refer to the lawful currency
of the United States of America;

                                       10

<PAGE>   16


     (f) the words "include," "included" and "including" as used herein shall be
deemed in each case to be followed by the phrase "without limitation," if not
expressly followed by such phrase or the phrase "but not limited to";

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

     (h) any reference to a Section or Article refers to such Section or Article
of this Indenture unless otherwise indicated.

     SECTION 1.04. Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. This Indenture is subject to the mandatory
provisions of the TIA, which are incorporated by reference in and made a part of
this Indenture. Any terms incorporated by reference in this Indenture that are
defined by the TIA, defined by any TIA reference to another statute or defined
by SEC rule under the TIA, have the meanings so assigned to them therein. The
following TIA terms have the following meanings:

     "INDENTURE SECURITIES" means the Notes.

     "INDENTURE SECURITY HOLDER" means a Holder or Noteholders.

     "INDENTURE TO BE QUALIFIED" means this Indenture.

     "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

     "OBLIGOR" on the indenture securities means the Company and any other
obligor on the indenture securities.

     SECTION 1.05. Conflict with TIA. If any provision hereof limits, qualifies
or conflicts with a provision of the TIA that is required under the TIA to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed (a) to
apply to this Indenture as so modified or (b) to be excluded, as the case may
be.

     SECTION 1.06. Compliance Certificates and Opinions. Upon any application or
request by the Company or by any other obligor upon the Notes to the Trustee to
take any action under any provision of this Indenture, the Company or such other
obligor upon the Notes, as the case may be, shall furnish to the Trustee such
certificates and opinions as may be required under the TIA. Each such
certificate or opinion shall be given in the form of one or more Officer's
Certificates, if to be given by an Officer, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the TIA and any
other requirements set forth in this Indenture. Notwithstanding the foregoing,
in the case of any such request or application as to which the furnishing of any
Officer's Certificate or Opinion of Counsel is specifically required by any
provision of

                                       11

<PAGE>   17


this Indenture relating to such particular request or application, no additional
certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 4.05) shall include:

     (a) a statement that the individual signing such certificate or opinion has
read such covenant or condition and the definitions herein relating thereto;

     (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 individual, he or she made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

     (d) a statement as to whether, in the opinion of such individual, such
condition or covenant has been complied with.

     SECTION 1.07. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers to the effect that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     SECTION 1.08. Acts of Noteholders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such

                                       12

<PAGE>   18


action shall become effective when such instrument or instruments are delivered
to the Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the
Company and any other obligor upon the Notes, if made in the manner provided in
this Section 1.08.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
an officer of a corporation or a member of a partnership or other entity, on
behalf of such corporation or partnership or other entity, such certificate or
affidavit shall also constitute sufficient proof of such Person's authority. The
fact and date of the execution of any such instrument or writing, or the
authority of the person executing the same, may also be proved in any other
manner that the Trustee deems sufficient.

     (c) The ownership of Notes shall be proved by the Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Note shall bind the Holder of every Note
issued upon the transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done or suffered to be done by the Trustee, the Company or
any other obligor upon the Notes in reliance thereon, whether or not notation of
such action is made upon such Note.

     (e) (i) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Notes entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in Section
1.08(e)(ii). If any record date is set pursuant to this paragraph, the Holders
of Outstanding Notes on such record date (or their duly designated proxies), and
no other Holders, shall be entitled to take the relevant action, whether or not
such Persons remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite Accreted Value of Outstanding Notes
on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite Accreted Value of
Outstanding Notes on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration

                                       13

<PAGE>   19


Date to be given to the Trustee in writing and to each Holder in the manner set
forth in Section 1.10.

         (ii) With respect to any record date set pursuant to this Section 1.08,
the party hereto that sets such record dates may designate any day as the
"EXPIRATION DATE" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the Company or the
Trustee, whichever such party is not setting a record date pursuant to this
Section 1.08(e) in writing, and to each Holder in the manner set forth in
Section 1.10, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 90th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 90th day after the applicable record date.

         (iii) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Note may do so with
regard to all or any part of the Accreted Value of such Note or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such Accreted Value.

     SECTION 1.09. Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

     (a) the Trustee by any Holder or by the Company or any other obligor upon
the Notes shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at [____________]
(telephone: [____________]; facsimile: [____________]), or at any other address
furnished in writing to the Company by the Trustee, or

     (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder if in writing and delivered in person or mailed,
first-class postage prepaid, to the Company at [___________________________], or
at any other address previously furnished in writing to the Trustee by the
Company.

     SECTION 1.10. Notices to Holders; Waivers. Where this Indenture provides
for notice to Holders of any event, such notice shall be deemed to have been
given upon the mailing by first class mail, postage prepaid, of such notices to
Holders at their registered addresses as recorded in the Register, not later
than the latest date, and not earlier than the earliest date, prescribed herein
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.

                                       14

<PAGE>   20


     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     In case, by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail notice of any event as
required by any provision of this Indenture, then such notification as shall be
made with the approval of the Trustee (such approval not to be unreasonably
withheld) shall constitute a sufficient notification for every purpose
hereunder.

     SECTION 1.11. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 1.12. Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 1.13. Separability Clause. 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 1.14. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

     SECTION 1.15. Governing Law. THIS INDENTURE, THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE
TRUSTEE, THE COMPANY, ANY OTHER OBLIGORS IN RESPECT OF THE NOTES AND (BY THEIR
ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY
UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE
CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE NOTES.

     SECTION 1.16. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Notes) payment
of interest or Accreted Value need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity.

                                       15

<PAGE>   21


     SECTION 1.17. No Personal Liability of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator,
member or stockholder of the Company, as such, shall 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 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 1.18. Exhibits and Schedules. All exhibits and schedules attached
hereto are by this reference made a part hereof with the same effect as if
herein set forth in full.

     SECTION 1.19. Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

                                    ARTICLE 2
                                   NOTE FORMS

     SECTION 2.01. Forms Generally. The Notes and the Trustee's certificate of
authentication relating thereto shall be in substantially the forms set forth,
or referenced, in Exhibit A, annexed hereto and in this Article 2. The Notes may
have such appropriate insertions, omissions, substitutions, notations, legends,
endorsements, identifications and other variations as are required or permitted
by law, stock exchange rule or depository rule or usage, agreements to which the
Company are subject, if any, or other customary usage, or as may consistently
herewith be determined by the Officers of the Company executing such Notes, as
evidenced by such execution (provided always that any such notation, legend,
endorsement, identification or variation is in a form acceptable to the
Company). Each Note shall be dated the date of its authentication.

     The Notes shall be issued in the form of permanent certificated Notes
substantially in the form set forth in Exhibit A.

     SECTION 2.02. Form of Trustee' Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

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


                                       -----------------------------------------
                                       as Trustee

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

                                       16

<PAGE>   22


     If an appointment of an Authenticating Agent is made pursuant to Section
7.14, the Notes may have endorsed thereon, in lieu of the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

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


     ------------------------------
     As Trustee

                                       By
                                         ---------------------------------------
                                                 As Authenticating Agent

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

Dated:

     SECTION 2.03. Restrictive Legends. Unless and until a Note is sold pursuant
to an effective Registration Statement pursuant to the Registration Rights
Agreement, such Note shall bear the following legend set forth below (the
"PRIVATE PLACEMENT LEGEND") on the face thereof:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR"
(AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR"), OR (C) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN
THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT
ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE U.S. TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE ACCRETED VALUE OF NOTES OF LESS THAN
$100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH

                                       17

<PAGE>   23


TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE U.S. IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (G) PURSUANT TO ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH SECTION
3.14(J) OF THE INDENTURE AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD
REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR OR A NON-U.S. PERSON THAT, IN EITHER CASE, IS NOT A
QUALIFIED INSTITUTIONAL BUYER, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH
TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "U.S." AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                                    ARTICLE 3
                                    THE NOTES

     SECTION 3.01. Title and Terms. (a) The aggregate principal amount at
maturity of Notes that may be authenticated and delivered under this Indenture
on the Closing Date is limited to the Accreted Value attributable to
$25,000,000. All the Notes shall vote and consent together on all matters as one
class, and none of the Notes will have the right to vote or consent as a class
separate from one another on any matter.

     The Notes shall be known and designated as the "JUNIOR SUBORDINATED NOTES
DUE 2009" of the Company. The final Stated Maturity of the Notes shall be
December 15, 2009. The Company agrees to pay interest on the Accreted Value of
the Notes at the rate and in the manner specified below.

     "ACCRETED VALUE" means with respect to any Note, as of any date of
determination, the sum of (a) the Accreted Value of such Note on the immediately
preceding Interest Payment Date (in the event such date of determination falls
before the

                                       18

<PAGE>   24


first Interest Payment Date, the "Initial Accreted Value" specified on the face
of such Note) plus (b) an amount determined by multiplying (i) the amount
referred to in clause (a) by (ii) 15% (provided that the accretion rate
applicable to any period or portion of a period during which no interest accrues
that occurs after December 15, 2004 shall be 16%) by (iii) the number of days in
the period from an including the preceding Interest Payment Date to such date of
determination divided by 360, less (c) any interest that accrues with respect to
such period in accordance with the terms of the Note.

     Interest Rate:

              Prior to December 15, 2004, unless a Cash Payment Notice (as
              defined below) is properly delivered by the Company, no interest
              shall accrue or be payable with respect to the Notes. If the
              Company elects to pay interest on any Interest Payment Date prior
              to December 15, 2004, the Company shall give written notice (each
              such notice a "CASH PAYMENT NOTICE") of such election to Holders
              five business days prior to the immediately preceding Interest
              Payment Date. Commencing on such immediately preceding Interest
              Payment Date until such Interest Payment Date for which a Cash
              Payment Notice has been properly delivered, interest will accrue
              and be payable at a rate of 15% per annum to Holders of record of
              the Notes at the close of business on the Regular Record Date
              immediately preceding such Interest Payment Date for which a Cash
              Payment Notice has been properly delivered, whether or not a
              Business Day. Failure to pay interest after proper delivery of a
              Cash Payment Notice for any reason shall not constitute a breach
              of the Indenture and the Accreted Value shall be determined as if
              such Cash Payment Notice had not been delivered. On or after
              December 15, 2004 interest will accrue and be payable at a rate of
              15% per annum on each Interest Payment Date to Holders of record
              of the Notes at the close of business on the immediately preceding
              Regular Record Date; provided, that if and for so long as payment
              of interest on the Notes is prohibited under the terms of the
              Credit Agreement (as defined in the Indenture) interest shall not
              accrue or be payable with respect to the Notes.

     (b) The Company will pay interest on overdue payments of interest and
Accreted Value, to the extent lawful at a rate of 1% per annum in excess of the
interest rate referred to above.

     (c) The Accreted Value of and interest, if any, on the Notes shall be
payable at the Corporate Trust Office or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York
(each, a "PLACE OF PAYMENT") in the manner provided in Section 4.01(b);
provided, however, that, under the circumstances set forth in Section 4.01(b),
payment of interest on a Note may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Register.

                                       19

<PAGE>   25


     SECTION 3.02. Denominations. The Notes shall be issuable only in registered
form without coupons and only in denominations of $1,000 and any integral
multiple thereof.

     SECTION 3.03. Execution, Authentication and Delivery and Dating. The Notes
shall be executed on behalf of the Company by an Officer of the Company. The
signature of such Officer on the Notes may be manual or facsimile.

     Notes bearing the manual or facsimile signature of an individual who was at
any time a proper Officer of the Company shall bind the Company, notwithstanding
that such individual has ceased to hold such office prior to the authentication
and delivery of such Notes or did not hold such office at the date of such
Notes.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication; and the Trustee shall authenticate and deliver (i) Notes for
original issue in the aggregate principal amount not to exceed the Accreted
Value attributable to $25,000,000, which is the initial aggregate offering price
of the Notes upon a written order of the Company in the form of an Officer's
Certificate of the Company (an "AUTHENTICATION ORDER"). Such Officer's
Certificates shall specify the amount of Notes to be authenticated and the date
on which the Notes are to be authenticated, whether the Notes are to include the
Private Placement Legend, that the issuance of such Notes does not contravene
any provision of Article 4 of this Indenture and such other information as the
Company may include or the Trustee may reasonably request.

     All Notes shall be dated the date of their authentication.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

     SECTION 3.04. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "REGISTER") in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Notes and
of transfers of Notes. The Trustee is hereby appointed "REGISTRAR" for the
purpose of registering Notes and transfers of Notes as herein provided.

     Upon surrender for transfer of any Note at the office or agency of the
Company in a Place of Payment, in compliance with all applicable requirements of
this Indenture and applicable law, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes, of any authorized denominations and of a
like tenor and aggregate Accreted Value.

                                       20

<PAGE>   26


     At the option of the Holder, Notes may be exchanged for other Notes, of any
authorized denominations and of a like tenor and aggregate Accreted Value, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Notes that the Holder making the
exchange is entitled to receive.

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

     Every Note presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or the Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Registrar duly executed, by the Holder
thereof or such Holder's attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes under this
Section 3.04.

     SECTION 3.05. Mutilated, Destroyed, Lost and Stolen Notes. If (a) any
mutilated Note is surrendered to the Trustee, or the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and (b) there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Note has been acquired
by a bona fide purchaser, the Company shall execute and upon receipt of an
Authentication Order the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of
like tenor and Accreted Value, bearing a number not contemporaneously
Outstanding.

     In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Note, pay such Note.

     Upon the issuance of any new Note under this Section 3.05, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Note issued pursuant to this Section 3.05 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and ratably with
any and all other Notes duly issued hereunder.

                                       21

<PAGE>   27


     The provisions of this Section 3.05 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 3.06. Payment of Interest Rights Preserved. Interest on any Note
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest specified in Section 3.01.

     SECTION 3.07. Persons Deemed Owners. Prior to due presentment of a Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Note is registered as the
owner of such Note for the purpose of receiving payment of Accreted Value of and
(subject to Section 3.06) interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary.

     SECTION 3.08. Cancellation. All Notes surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and, if not already canceled,
shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 3.08, except as expressly permitted by this Indenture. All canceled
Notes held by the Trustee shall be disposed of as directed by a Company Order.

     SECTION 3.09. Computation of Interest and Accretion. Interest and accretion
on the Notes shall be computed on the basis of a 360-day year of twelve 30-day
months.

     SECTION 3.10. Transfer Provisions. Unless and until a Note is sold pursuant
to an effective Registration Statement, the following provisions shall apply:

     (a) General. The provisions of this Section 3.10 shall apply to all
transfers involving any Note.

     (b) Transfers to Non-QIB Institutional Accredited Investors. With respect
to the registration of any proposed transfer of a Note that is a Restricted
Security to any Institutional Accredited Investor which is not a QIB, the
Registrar shall register such transfer if it complies with all other applicable
requirements of this Indenture (including Section 3.04) and, if (i) such
transfer is after the relevant Resale Restriction Termination Date with respect
to such Note, or (ii) the proposed transferee has delivered to the Registrar a
Certificate substantially in the form of Exhibit C, and, if such transfer is in
respect of an aggregate Accreted Value of Notes of less than $100,000, the
Trustee and the Company have received an opinion of counsel, certifications and
other information satisfactory to the Company and the Trustee, the Registrar
shall reflect on its books and

                                       22

<PAGE>   28


records the date of the transfer, and the Trustee shall cancel the Note so
transferred and the Company shall execute and the Trustee shall authenticate and
deliver one or more Notes of like tenor and amount.

     (c) Transfers to QIBs. With respect to the registration of any proposed
transfer of a Note that is a Restricted Security to a QIB (excluding transfers
to Non-U.S. Persons), the Registrar shall register such transfer if it complies
with all other applicable requirements of this Indenture (including Section
3.04) and, if such transfer is being made by a proposed transferor who has
checked the box provided for on the form of such Note stating, or has otherwise
certified to the Company and the Registrar in writing, that the sale has been
made in compliance with the provisions of Rule 144A to a transferee who has
signed the certification provided for on the form of such Note stating, or has
otherwise certified to the Company and the Registrar in writing, that it is
purchasing such Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a QIB
within the meaning of Rule 144A, and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A, the Registrar shall reflect
on its books and records the date of the transfer, and the Trustee shall cancel
the Note so transferred.

     (d) Transfers to Non-U.S. Persons. The following provisions shall apply
with respect to any transfer of a Note to a Non-U.S. Person:

          (i) prior to the end of the Restricted Period, the Registrar shall
     register any proposed transfer of a Note to a Non-U.S. Person upon receipt
     of a certificate substantially in the form of Exhibit B hereto from the
     proposed transferor.

          (ii) after the end of the Restricted Period, the Registrar shall
     register any proposed transfer to any Non-U.S. Person upon receipt of a
     certificate substantially in the form of Exhibit B from the proposed
     transferor.

     (e) Execution, Authentication and Delivery of Notes. In any case in which
the Registrar is required to deliver a Note to a transferee or transferor, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, such Note.

     (f) Private Placement Legend. Upon the transfer, exchange or replacement of
Notes not bearing the Private Placement Legend, the Registrar shall deliver
Notes that do not bear the Private Placement Legend. Upon the transfer, exchange
or replacement of Notes bearing the Private Placement Legend, the Registrar
shall deliver only Notes that bear the Private Placement Legend, unless (i) the
requested transfer is after the relevant Resale Restriction Termination Date
with respect to such Notes, (ii) upon written request of the Company after there
is delivered to the Registrar an opinion of counsel (which opinion and counsel
are satisfactory to the Company and the Trustee) to the effect that neither such
legend nor the related restrictions on transfer are required in order to

                                       23

<PAGE>   29


maintain compliance with the provisions of the Securities Act, or (iii) such
Notes are sold or exchanged pursuant to an effective Registration Statement
under the Securities Act.

     (g) Other Transfers. The Registrar shall effect and register, upon receipt
of a written request from the Company to do so, a transfer not otherwise
permitted by this Section 3.10, such registration to be done in accordance with
the otherwise applicable provisions of this Section 3.10, upon the furnishing by
the proposed transferor or transferee of a written opinion of counsel (which
opinion and counsel are satisfactory to the Company and the Trustee) to the
effect that, and such other certifications or information as the Company may
require to confirm that, the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

     A Note that is a Restricted Security may not be transferred other than as
provided in this Section 3.10.

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

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 3.10 (including all Notes
received for transfer pursuant to this Section 3.10). The Company shall have the
right to require the Registrar to deliver to the Company, at the Company's
expense, copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable written notice to the
Registrar.

     In connection with any transfer of any Note, the Trustee, the Registrar and
the Company shall be entitled to receive, shall be under no duty to inquire
into, may conclusively presume the correctness of, and shall be fully protected
in relying upon the certificates, opinions and other information referred to
herein (or in the forms provided herein, attached hereto or to the Notes, or
otherwise) received from any Holder and any transferee of any Note regarding the
validity, legality and due authorization of any such transfer, the eligibility
of the transferee to receive such Note and any other facts and circumstances
related to such transfer.

     (i) Certain Additional Terms. Any transferee entitled to receive a Note may
request that the Accreted Value thereof be evidenced by one or more Notes in any
authorized denomination or denominations and the Registrar shall comply with
such request if all other transfer restrictions are satisfied.

                                       24

<PAGE>   30


                                    ARTICLE 4
                                    COVENANTS

     SECTION 4.01. Payment of Accreted Value and Interest. (a) The Company will
duly and punctually pay the Accreted Value of and interest, if any, on the Notes
in accordance with the terms of the Notes and this Indenture. An installment of
Accreted Value or interest shall be considered paid on the date it is due if the
Trustee or Paying Agent or Paying Agents hold on that date money designated for
and sufficient to pay the installment.

     (b) The Company will make all payments of Accreted Value and interest, if
any, by wire transfer of immediately available funds to the accounts specified
by the Holders thereof or, if no such account is specified, by mailing a check
to each such Holder's registered address.

     SECTION 4.02. Maintenance of Office or Agency. The Company will maintain in
the Borough of Manhattan, The City of New York an office or agency where Notes
may be presented or surrendered for payment, where Notes may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and of any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee. The Company hereby
designates the Corporate Trust Office as an initial Place of Payment and as such
office of the Company in the Borough of Manhattan, the City of New York, and
appoint the Trustee as its agent to receive all such presentations, surrenders,
notices and demands so long as such Corporate Trust Office remains a Place of
Payment.

     SECTION 4.03. 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 4.04. Stay, Extension and Usury Laws. The Company 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 (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenant 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 4.05. Certificates to Trustee. (a) The Company will deliver to the
Trustee within 90 days after the end of each fiscal year of the Company a
certificate from the principal executive, financial or accounting officer of the
Company stating that such

                                       25

<PAGE>   31


officer has conducted or supervised a review of the activities of the Company
and the Company's performance under this Indenture and stating, to the best of
such officer's knowledge, based upon such review, whether or not the Company has
fulfilled all obligations thereunder.

     (b) The Company will deliver to the Trustee within 90 days after the end of
each fiscal year of the Company a written statement by the Company's independent
public accountants stating that their audit examination has included a review of
the terms of Section 4.07 of this Indenture as they relate to financial and
accounting matters.

     SECTION 4.06. Limitation on Certain Indebtedness. The Company will not
Incur any Indebtedness that is subordinate or junior in right of payment to the
High Yield Notes and senior in right of payment to the Notes.

     SECTION 4.07. Limitation on Redemption of Parity Securities and Junior
Securities.

     (a) So long as any Notes are outstanding, no Parity Securities shall be
redeemed, purchased or otherwise acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares
of any such Parity Securities) by the Company, directly or indirectly, unless,
in each case, the Company simultaneously redeems, purchases or otherwise
acquires the Notes on a pro rata basis except that Parity Securities may be
Refinanced with Parity Securities or Junior Securities.

     (b) So long as any Notes are outstanding, no dividends (other than
dividends or distributions paid in shares of, or options, warrants or rights to
subscribe for or purchase shares of, Junior Securities) shall be declared or
paid or set apart for payment or other distribution declared or made upon Junior
Securities, nor shall any Junior Securities be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other acquisition of shares of
Common Stock made for purposes of an employee incentive or benefit plan of the
Company or any Subsidiary) (all such dividends, distributions, redemptions or
purchases being hereinafter referred to as a "JUNIOR SECURITIES DISTRIBUTION")
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such Junior Securities) by the
Company, directly or indirectly (except by conversion into or exchange for
Junior Securities).

     The foregoing provisions will not prohibit any Junior Securities
Distribution that would be permitted by terms of the indenture governing the
High Yield Notes as in effect as of the date of this Indenture.

     SECTION 4.08. Transactions with Affiliates. The Company shall not, and will
not permit any of its 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 of the Company (each of the foregoing, an "AFFILIATE
TRANSACTION"), unless (a) such Affiliate

                                       26

<PAGE>   32


Transaction is on terms that are no less favorable to the Company or such
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Subsidiary with an unrelated Person and (b) the Company
delivers to the Trustee, with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$7.5 million, either (i) 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 or (ii) 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.

     Notwithstanding the foregoing, the following items shall not be deemed to
be Affiliate Transactions: (a) customary directors' fees, indemnification or
similar arrangements or any employment agreement or other compensation plan or
arrangement entered into by the Company or any of its Subsidiaries in the
ordinary course of business (including ordinary course loans to employees not to
exceed (i) $5.0 million outstanding in the aggregate at any time and (ii) $2.0
million to any one employee) and consistent with the past practice of the
Company or such Subsidiary; (b) transactions between or among the Company and/or
its Subsidiaries; (c) payments of customary fees by the Company or any of its
Subsidiaries to DLJMB and its Affiliates made for any financial advisory,
financing, underwriting or placement services or in respect of other investment
banking activities, including, without limitation, in connection with
acquisitions or divestitures which are approved by a majority of the board of
directors in good faith; (d) any agreement as in effect on the date of this
Indenture or any amendment thereto (so long as such amendment is not
disadvantageous to the Holders of the Notes in any material respect) or any
transaction contemplated thereby; (e) payments and transactions in connection
with the Credit Agreement (including commitment, syndication and arrangement
fees payable thereunder) and under any future underwritten offerings led by the
Principal or any of its Affiliates (including underwriting discounts and
commissions in connection therewith) and the application of the proceeds
thereof, and the payment of the fees and expenses with respect thereto; (f)
sales of accounts receivable, or participations therein, in connection with any
Receivables Facility; and (g) transactions pursuant to the Management Loans.

     SECTION 4.09. 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) the corporate, partnership or other existence of itself and
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 itself and 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.

                                       27

<PAGE>   33


     SECTION 4.10. Offer to Repurchase upon Change of Control.

     (a) Upon the occurrence of a Change of Control, each Holder of Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 of Accreted Value or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at an
offer price in cash equal to 101% of the aggregate Accreted Value thereof, plus
accrued and unpaid interest, if any, thereon to the date of repurchase (the
"CHANGE OF CONTROL PAYMENT"). Within 60 days following any Change of Control,
the Company will (or will cause the Trustee to) mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on the date specified in such notice, which
date 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"), pursuant to the
procedures required by this Indenture and described in such notice. The Company
will 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 the Notes as a
result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Indenture
relating to such Change of Control Offer, the Company will comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations described in this Indenture by virtue thereof.

     On the Change of Control Payment Date, the Company will, to the extent
lawful, (i) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate Accreted Value of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Note equal in Accreted Value to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will have an Accreted
Value of $1,000 or an integral multiple thereof; provided that each such new
Note will have an Accreted Value of $1,000 or an integral multiple thereof
provided further, that the Company shall not be required to repurchase Notes
upon a Change of Control if the Company is unable to obtain all necessary
consents under the Credit Agreement for such repurchase. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

     (b) Notwithstanding anything to the contrary in this Section 4.10, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

                                       28

<PAGE>   34


                                    ARTICLE 5
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

     SECTION 5.01. Consolidation, Merger or Sale of Assets. (a) The Company
shall not consolidate with, merge with or into, or sell, convey, transfer, or
otherwise dispose of all or substantially all of its property and assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions) to, any Person nor permit any Person to merge with or into the
Company unless:

          (i) the Company shall be the continuing Person, or the Person (if
     other than the Company) formed by such consolidation or into which the
     Company is merged or that acquired such property and assets of the Company
     shall be a corporation organized and validly existing under the laws of the
     United States of America or any jurisdiction thereof and shall expressly
     assume, by a supplemental indenture, executed and delivered to the Trustee,
     all of the obligations of the Company on all of the Notes and under the
     Indenture; and

          (ii) the Company delivers to the Trustee an Officers' Certificate and
     opinion of counsel, in each case stating that such consolidation, merger or
     transfer and such supplemental indenture complies with this Article 5 and
     the terms of the Indenture.

     (b) Notwithstanding the foregoing, in no event shall any (i) consolidation
or merger by the Company with or into or (ii) sale, assignment, transfer,
conveyance or other disposition by the Company of all or substantially all of
its property or assets to, one or more Subsidiaries of the Company relieve the
Company from any of its obligations under the Indenture and the Notes.

     (c) The Company shall not lease all or substantially all of its property
and assets (as an entirety or substantially an entirety in one transaction or a
series of related transactions) to, any Person other than to a wholly-owned
Subsidiary.

     SECTION 5.02. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, conveyance, sale,
transfer, lease, exchange or other disposition referred to in Section 5.01
complies with the applicable provisions of this Indenture.

                                    ARTICLE 6
                                    REMEDIES

     SECTION 6.01. Control by Majority. The Holders of at least a majority in
aggregate Accreted Value of the Outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
that may involve the Trustee in

                                       29

<PAGE>   35


personal liability, or that the Trustee determines in good faith may be unduly
prejudicial to the rights of Holders not joining in the giving of such direction
and may take any other action it deems proper that is not inconsistent with any
such direction received from the Holders.

     SECTION 6.02. Limitation on Suits. A Holder may not pursue any remedy with
respect to this Indenture or the Notes unless:

     (a) the Holder gives the Trustee written notice of its intent to pursue a
remedy;

     (b) the Holders of at least 25% in aggregate Accreted Value of Outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder or Holders offer the Trustee reasonable security or
indemnity against any loss, liability or expense;

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

     (e) during such 60 day period, the Holders of at least a majority in
aggregate Accreted Value of the Outstanding Notes do not give the Trustee a
direction inconsistent with the request.

     SECTION 6.03. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
Accreted Value and interest, if any, on the Note, on or after the respective due
dates expressed in the Note, 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 the Holder.

     SECTION 6.04. 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 allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes), their
creditors or their 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. 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 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 which the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or

                                       30

<PAGE>   36


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 thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     SECTION 6.05. Priorities. Subject to Article 13, 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, 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 for amounts due and unpaid on the Notes for Accreted
Value and interest, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for Accreted Value and
interest, if any, 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 pursuant to this Section 6.05 upon five Business Days prior notice to
the Company.

     SECTION 6.06. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.02, or a suit by
Holders of more than 10% in aggregate Accreted Value of the then Outstanding
Notes.

     SECTION 6.07. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture or any Note and such proceeding has been discontinued or abandoned for
any reason, or has been deter mined adversely to the Trustee or to such Holder,
then and in every such case the Company, any other obligor upon the Notes, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

     SECTION 6.08. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment

                                       31

<PAGE>   37


of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                    ARTICLE 7
                                   THE TRUSTEE

     SECTION 7.01. Certain Duties and Responsibilities. (a)

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

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

     (b) The Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that (i) this paragraph does not
limit the effect of Section 7.01(a); (ii) the Trustee shall not be liable for
any error of judgment made in good faith by a Trust 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 6.02.

     (d) The Trustee may refuse to perform any duty or exercise any right or
power or expend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

     (e) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of Sections 7.01
and 7.02 hereof.

     SECTION 7.02. Certain Rights of Trustees. (a) Subject to the provisions of
Section 7.01:

          (i) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion,

                                       32

<PAGE>   38


     report, notice, request, direction, consent, order, bond, note, other
     evidence of indebtedness or other paper or document believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;

          (ii) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or a Company Order thereof, and
     any resolution of any Person's board of directors shall be sufficiently
     evidenced if certified by an Officer of such Person as having been duly
     adopted and being in full force and effect on the date of such certificate;

          (iii) whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, rely upon the Officer's Certificates of the Company;

          (iv) 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 in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

          (v) 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 pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee reasonable security or indemnity against any
     loss, liability or expense which might be incurred by it in compliance with
     such request or direction;

          (vi) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, note, other evidence of indebtedness or other paper or document; and

          (vii) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

     SECTION 7.03. Not Responsible for Recitals or Issuance of Notes. (a) The
recitals contained herein and in the Notes, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Notes and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied to the Company in connection with the registration of any Notes
issued hereunder are and will be true and accurate subject to the qualifications
set forth therein.

                                       33

<PAGE>   39

Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of the Notes or the proceeds thereof.

     SECTION 7.04. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes, it shall not
be responsible for any statement in the offering memorandum for the Notes or in
the Indenture or the Notes (other than its certificate of authentication), the
acts of a prior Trustee hereunder, or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

     SECTION 7.05. May Hold Notes. (a) The Trustee, any Authenticating Agent,
any Paying Agent, any Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 7.08 and Section 7.13, may otherwise deal with the Company or
their Affiliates with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Registrar or such other agent.

     SECTION 7.06. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

     SECTION 7.07. Compensation and Reimbursement. The Company agrees:

     (a) to pay to the Trustee from time to time such compensation as the
Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);

     (b) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses, advances and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith; and

     (c) to indemnify the Trustee for, and to hold it harmless against, any
loss, damage, claims, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

     The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture.

     SECTION 7.08. Conflicting Interests. If the Trustee has or shall acquire a
conflicting interest within the meaning of the TIA, the Trustee shall either
eliminate such

                                       34

<PAGE>   40

conflicting interest, apply to the SEC for permission to continue as Trustee
with such conflicting interest, or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this Indenture. To
the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Notes, or a trustee under any other indenture between the Company and
the Trustee.

     SECTION 7.09. Corporate Trustee Required; Eligibility. (a) There shall at
all times be one (and only one) Trustee hereunder. The Trustee shall be a Person
that is eligible pursuant to the TIA to act as such and has a combined capital
and surplus of at least $100,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 7.09
and to the extent permitted by the TIA, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.09, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

     SECTION 7.10. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.11.

     (b) The Trustee may resign at any time by giving written notice thereof to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 7.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by Act of the Holders of a
majority in Accreted Value of the Outstanding Notes, delivered to the Trustee
and to the Company.

     If at any time:

          (i) the Trustee shall fail to comply with Section 7.08 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder for at least six months, or

          (ii) the Trustee shall cease to be eligible under Section 7.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (iii) the Trustee shall become incapable of acting or shall be
     adjudged bankrupt or insolvent or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

                                       35

<PAGE>   41


then, in any such case, (A) the Company may remove the Trustee, or (B) subject
to Section 6.06, any Holder who has been a bona fide Holder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee or Trustees.

     (d) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company
shall promptly appoint a successor Trustee and shall comply with the applicable
requirements of Section 7.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of a majority in Accreted Value of the
Outstanding Notes delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 7.11,
become the successor Trustee and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required by
Section 7.11, then, subject to Section 6.06, any Holder who has been a bona fide
Holder for at least six months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     (e) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.10. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

     SECTION 7.11. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

     (b) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to above.

     (c) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article 7.

                                       36

<PAGE>   42


     SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business.
(a) Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article 7,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

     SECTION 7.13. Preferential Collection of Claims Against the Company. (a) If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Notes), the Trustee shall be subject to the provisions of the
TIA regarding the collection of claims against the Company (or any such other
obligor).

     SECTION 7.14. Appointment of Authenticating Agent. The Trustee may appoint
an Authenticating Agent acceptable to the Company to authenticate the Notes. Any
such appointment shall be evidenced by an instrument in writing signed by a
Trust Officer, a copy of which instrument shall be promptly furnished to the
Company. Unless limited by the terms of such appointment, an Authenticating
Agent may authenticate Notes whenever the Trustee may do so. Each reference in
this Indenture to authentication (or execution of a certificate of
authentication) by the Trustee includes authentication (or execution of a
certificate of authentication) by such Authenticating Agent. An Authenticating
Agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

                                    ARTICLE 8
              HOLDERS' LIST AND REPORTS BY TRUSTEE AND THE COMPANY

     SECTION 8.01. The Company to Furnish Trustee Names and Addresses of
Holders. (a) The Company will furnish or cause to be furnished to the Trustee

          (i) semi-annually, not more than 15 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date, and

          (ii) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Section 8.01.

                                       37

<PAGE>   43


     SECTION 8.02. Preservation of Information; Communications to Holders. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list, if any,
furnished to the Trustee as provided in Section 8.01 and the names and addresses
of Holders received by the Trustee in its capacity as Registrar; provided,
however, that if and so long as the Trustee shall be the Registrar, the Register
shall satisfy the requirements relating to such list. None of the Company, the
Trustee or any other Person shall be under any responsibility with regard to the
accuracy of such list. The Trustee may destroy any list furnished to it as
provided in Section 8.01 upon receipt of a new list so furnished.

     (b) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Notes, and the corresponding
rights and privileges of the Trustee, shall be as provided by the TIA.

     (c) Every Holder, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the TIA.

     SECTION 8.03. Reports by Trustee. (a) The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the TIA at the times and in the manner provided pursuant
thereto. A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any Notes
are listed, with the SEC and with the Company. The Company will notify the
Trustee when any Notes are listed on any stock exchange and of any delisting
thereof.

                                    ARTICLE 9
                         AMENDMENT, SUPPLEMENT OR WAIVER

     SECTION 9.01. Without Consent of the Holders. Without the consent of any
Holder, the Company and the Trustee may enter into one or more indentures
supplemental hereto, for any of the following purposes:

          (i) to cure any ambiguity, omission, defect or inconsistency,

          (ii) to provide for the assumption by a successor of the obligations
     of the Company under this Indenture,

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

          (iv) to add guarantees with respect to the Notes, to secure the Notes,
     to confirm and evidence the release, termination or discharge of any
     guarantee or

                                       38

<PAGE>   44


     Lien with respect to or securing the Notes when such release, termination
     or discharge is provided for under this Indenture,

          (v) to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power conferred upon the Company,

          (vi) to make any change that does not adversely affect the rights of
     any Holder under the Notes or this Indenture, or

          (vii) to comply with any requirement of the SEC in connection with the
     qualification of this Indenture under the TIA or otherwise.

     SECTION 9.02. With Consent of Holders. (a) Subject to Section 6.03, the
Company and the Trustee may amend or supplement this Indenture or the Notes with
the written consent of the Holders of not less than a majority in aggregate
Accreted Value of the Outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for Notes), and compliance with
any provisions may also be waived with the written consent of the Holders of not
less than a majority in aggregate Accreted Value of the Outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for Notes).

     (b) Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver may not (with respect to
any Notes held by a non-consenting Holder):

          (i) reduce the amount of Notes whose holders must consent to an
     amendment,

          (ii) reduce the rate of accretion of any Note,

          (iii) reduce the rate of or extend the time for payment of interest on
     any Note,

          (iv) reduce the Accreted Value or extend the Stated Maturity of any
     Note,

          (v) reduce the amount payable upon the redemption of any Note or
     change the time at which any Note may be redeemed

          (vi) make any Note payable in money other than that stated in the
     Note,

          (vii) impair the right of any holder of the Notes to receive payment
     of Accreted Value of and interest, if any, on such holder's Notes, on or
     after the due dates therefor or to institute suit for the enforcement of
     any payment on or with respect to such holder's Notes,

                                       39

<PAGE>   45


          (viii) make any change in the amendment provisions which require each
     holder's consent or in the waiver provisions, or

          (ix) make any change to Article 13 of the Indenture that would
     adversely affect the Noteholders.

provided that no modification or change may be made to any provision of this
Indenture adversely affecting the rights of any holder of Senior Indebtedness
then outstanding unless the holders of such Senior Indebtedness (or their
Representative) consent to such modification or change.

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

     (d) After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Note affected
thereby, with a copy to the Trustee, 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 supplemental indenture or the effectiveness of any such amendment,
supplement or waiver.

     SECTION 9.03. Execution of Amendments, Supplements or Waivers. The Trustee
shall sign any amendment, supplement or waiver authorized pursuant to this
Article 9 if the amendment, supplement or waiver does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment, supplement or waiver, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel to the effect that the execution of such amendment,
supplement or waiver has been duly authorized, executed and delivered by the
Company and that, subject to applicable bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, moratorium and other laws now
or hereinafter in effect affecting creditors' rights or remedies generally and
the general principles of equity (including, without limitation, standards of
materiality, good faith, fair dealing and reasonableness), whether considered in
a proceeding at law or at equity, such amendment, supplement or waiver is a
valid and binding agreement of the Company, enforceable against it in accordance
with its terms.

     SECTION 9.04. Revocation and Effect of Consents. (a) Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of that Note or any
Note that evidences all or any part of the same debt as the consenting Holder's
Note, even if notation of the consent is not made on any Note. Subject to the
following paragraph of this Section 9.04, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note by notice to the Trustee or the
Company received by the Trustee or the Company, as the case may be, before the
date on which the Trustee receives an Officer's Certificate certifying that the
Holders of the requisite Accreted Value of Notes have consented (and not
theretofore revoked such consent) to the amendment,

                                       40

<PAGE>   46


supplement or waiver. The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver as set forth in Section 1.08.

     (b) After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (i)
through (viii) of the second paragraph of Section 9.02. In that case, the
amendment, supplement or waiver shall bind each Holder of a Note who has
consented to it and every subsequent Holder of such Note or any Note that
evidences all or any part of the same debt as the consenting Holder's Note.

     SECTION 9.05. Conformity with TIA. (a) Every amendment or supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect.

     SECTION 9.06. Notation on or Exchange of Notes. (a) If an amendment,
supplement or waiver changes the terms of a Note, the Trustee shall (if required
by the Company and in accordance with the specific direction of the Company)
request the Holder to deliver its Note to the Trustee. The Trustee shall (if
required by the Company and in accordance with the specific direction of the
Company) place an appropriate notation on the Note about the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

                                   ARTICLE 10
                               REDEMPTION OF NOTES

     SECTION 10.01. Right of Redemption. Optional Redemption. The Notes will be
redeemable, at the option of the Company, in whole at any time and from time to
time, on and prior to maturity. Such redemption may be made upon notice mailed
by first-class mail to each Holder's registered address in accordance with
Section 10.03. The Notes will be so redeemable at the following Redemption
Prices (expressed as a percentage of the Accreted Value thereof on the relevant
Redemption Date), plus accrued and unpaid interest, if any, to the relevant
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment
Date); provided that the Company shall not optionally redeem any Notes except
and to the extent permitted by the Credit Agreement,

          (i) if redeemed prior to December 15, 2004 at a redemption price equal
     to 115% of the Accreted Value of the Notes; and

          (ii) if redeemed during the 12-month period commencing December 15 of
     each of the years set forth below:

                                       41

<PAGE>   47


<TABLE>
<CAPTION>
           YEAR                     REDEMPTION PRICE

<S>                                     <C>
2004.........................           107.5%
2005.........................           105.0%
2006.........................           102.5%
2007 and thereafter..........             100%
</TABLE>


     SECTION 10.02. Applicability of Article. Redemption or purchase of Notes as
permitted by Section 10.01 shall be made in accordance with this Article 10.

     SECTION 10.03. Notice of Redemption. (a) Notice of redemption or purchase
as provided in Section 10.01 shall be deemed to have been given upon the mailing
by first class mail, postage prepaid, of such notice to each Holder of Notes to
be redeemed, at its registered address as recorded in the Register, not later
than 30 nor more than 60 days prior to the Redemption Date.

     Any such notice shall state:

          (i) the expected Redemption Date,

          (ii) the Redemption Price,

          (iii) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Note, and that, unless the Company defaults in
     making such redemption payment or any Paying Agent is prohibited from
     making such payment pursuant to the terms of this Indenture, interest
     thereon shall cease to accrue from and after said date,

          (iv) the place where such Notes are to be surrendered for payment of
     the Redemption Price and the name and address of the Paying Agent or Paying
     Agents,

          (v) the section of this Indenture pursuant to which the Notes are to
     be redeemed.

     (b) Notice of such redemption or purchase of Notes to be so redeemed or
purchased at the election of the Company shall be given by the Company or, at
the written request of the Company delivered at least 30 days prior to the date
proposed for the mailing of such notice, by the Trustee in the name and at the
expense of the Company.

     (c) The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any

                                       42

<PAGE>   48


Note designated for redemption as a whole shall not affect the validity of the
proceedings for the redemption of any other Note.

     SECTION 10.04. Deposit of Redemption Price. On or prior to 10:00 a.m., New
York City time any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
the Company shall segregate and hold in trust) an amount of money sufficient to
pay the Redemption Price of, and any accrued and unpaid interest on, all the
Notes or portions thereof which are to be redeemed on that date.

     SECTION 10.05. Notes Payable on Redemption Date. (a) Notice of redemption
having been given as provided in this Article 10, the Notes so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
herein specified and from and after such date (unless the Company shall default
in the payment of the Redemption Price or any Paying Agent is prohibited from
paying the Redemption Price pursuant to the terms of this Indenture) such Notes
shall cease to bear interest. Upon surrender of such Notes for redemption in
accordance with such notice, such Notes shall be paid by the Company at the
Redemption Price. Installments of interest whose Interest Payment Date is on or
prior to the Redemption Date shall be payable to the Holders of such Notes
registered as such on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.06.

     (b) On and after any Redemption Date, if money sufficient to pay the
Redemption Price of and any accrued and unpaid interest on Notes called for
redemption shall have been made available in accordance with Section 10.04, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price of,
and subject to the last sentence of Section 10.05(a), any accrued and unpaid
interest on such Notes to the Redemption Date. If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the Accreted Value
shall, until paid, bear interest or accrete from the Redemption Date at the rate
borne by the Note (or portion thereof).

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

     SECTION 11.01. Satisfaction and Discharges of Indenture. (a) This Indenture
shall cease to be of further effect (except as to any surviving rights of
transfer or exchange of Notes herein provided for), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

          (i)  either

               (A) all Notes theretofore authenticated and delivered (other than
          (y) Notes that have been destroyed, lost or stolen and that have been
          replaced or paid as provided in Section 3.05, and (z) Notes for whose

                                       43

<PAGE>   49


          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Company and thereafter repaid to the Company
          or discharged from such trust) have been delivered to the Trustee
          canceled or for cancellation; or

               (B)  all such Notes not theretofore delivered to the Trustee
          canceled or for cancellation

                    (x) have become due and payable, or

                    (y) will become due and payable at their Stated Maturity
               within one year, or

                    (z) are to be called for redemption within one year under
               arrangements reasonably satisfactory to the Trustee for the
               giving of notice of redemption by the Trustee in the name, and at
               the expense, of the Company,

          (ii) the Company has irrevocably deposited or caused to be deposited
     with the Trustee an amount in United States dollars, U.S. Government
     Obligations, or a combination thereof, sufficient to pay and discharge the
     entire Indebtedness on such Notes not theretofore delivered to the Trustee
     canceled or for cancellation, for Accreted Value and interest, if any, to
     the date of such deposit (in the case of Notes that have become due and
     payable), or the Accreted Value to the Stated Maturity or Redemption Date
     assuming for this purpose that the Notes accrete and do not pay interest
     until such date, as the case may be;

          (iii) the Company has paid or caused to be paid all other sums then
     payable hereunder by the Company; and

          (iv) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel each to the effect that all conditions precedent
     provided for in this Section 11.01 relating to the satisfaction and
     discharge of this Indenture have been complied with; provided that any such
     counsel may rely on any Officer's Certificate as to matters of fact
     (including as to compliance with the foregoing clauses (i), (ii) and
     (iii)).

     (b) Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 and, if money shall
have been deposited with the Trustee pursuant to clause (ii) of Section
11.01(a), the obligations of the Trustee under Section 11.02, shall survive.

     SECTION 11.02. Application of Trust Money. All money deposited with the
Trustee pursuant to Section 11.01 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 Accreted Value and

                                       44

<PAGE>   50


interest, if any, on the Notes; but such money need not be segregated from other
funds except to the extent required by law.

                                   ARTICLE 12
                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 12.01. Option of the Company to Effect Defeasance or Covenant
Defeasance. The Company may at its option by a Board Resolution, at any time,
elect to have either Section 12.02 or Section 12.03 applied to the Outstanding
Notes upon compliance with the conditions set forth below in this Article 12.

     SECTION 12.02. Legal Defeasance and Discharge. Upon the exercise by the
Company under Section 12.01 of the option applicable to this Section 12.02, the
Company shall be deemed to have been discharged from any and all Obligations
with respect to all Outstanding Notes on the date which is the 123rd day after
the deposit referred to in Section 12.04(a); provided that all of the conditions
set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For this
purpose, such Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the Outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 12.05 hereof and the other Sections of this Indenture
referred to in clauses (i) and (ii) of this Section 12.02, and to have satisfied
all its other obligations under such Notes and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
Outstanding Notes to receive solely from the trust fund described in Section
12.04 hereof, and as more fully set forth in such Section, payments in respect
of the Accreted Value of, and interest, if any, on such Notes when such payments
are due, (ii) the obligations of the Company with respect to such Notes under
Sections 1.06, 2.03, 3.03, 3.04, 3.05, 3.10, 4.01, 4.02 and 12.05 hereof, (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including, without limitation, the Trustee's rights under Section 7.07 hereof,
and the obligations of the Company in connection therewith and with this Article
12. Subject to compliance with this Article 12, the Company may exercise its
option under this Section 12.02 notwithstanding the prior exercise of their
option under Section 12.03 hereof with respect to the Notes.

     SECTION 12.03. Covenant Defeasance. Upon the exercise by the Company under
Section 12.01 of the option applicable to this Section 12.03, the Company shall
be released from their obligations under the covenants contained in Sections
4.06 through 4.10 hereof with respect to the Outstanding Notes on the date which
is the 123rd day after the deposit referred to in Section 12.04(a); provided
that all of the conditions set forth below are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not Outstanding for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the

                                       45

<PAGE>   51


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, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby.

     SECTION 12.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to application of either Section 12.02 or Section 12.03
to the Outstanding Notes:

     (a) the Company has deposited with the Trustee, in trust, money and/or U.S.
Government Obligations that through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay (i) the Accreted Value of and accrued interest, if any, on the
Notes when such payments are in accordance with the terms of this Indenture and
the Notes or (ii) accrued interest, if any, on the Notes through a scheduled
redemption date and the Accreted Value of, the Notes on such redemption date;
provided that, at the time of deposit, the Company irrevocably authorizes the
Trustee to issue a timely notice of redemption and to take such other steps
reasonably requested by the Trustee to ensure that such redemption will be
effectuated;

     (b) in the case of an election under Section 12.02, the Company has
delivered to the Trustee (i) either (x) an Opinion of Counsel to the effect that
Holders will not recognize income, gain or loss for Federal income tax purposes
as a result of the exercise by the Company of their option under this Article 12
and will be subject to Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred, which Opinion of Counsel must be
based upon (and accompanied by a copy of) a ruling of the Internal Revenue
Service to the same effect unless there has been a change in applicable Federal
income tax law after the date of this Indenture such that a ruling is no longer
required or (y) a ruling directed to the Trustee received from the Internal
Revenue Service to the same effect as the aforementioned Opinion of Counsel and
(ii) an Opinion of Counsel to the effect that, as a result of the creation of
the defeasance trust, the Company will not be required to register under the
Investment Company Act of 1940 and after the passage of 123 days following the
deposit, the trust fund will not be subject to the effect of Section 547 of the
United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor
Law;

     (c) in the case of an election under Section 12.03, the delivery by the
Company to the Trustee of (i) an Opinion of Counsel to the effect that, among
other things, the Holders will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit and defeasance and will be
subject to Federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit and defeasance had
not occurred and (ii) an Opinion of Counsel to the effect that, as a result of
the creation of the defeasance trust, the Company will not be required to
register under the Investment Company Act of 1940 and after the

                                       46

<PAGE>   52


passage of 123 days following the deposit, the trust fund will not be subject to
the effect of Section 547 of the United States Bankruptcy Code or Section 15 of
the New York Debtor and Creditor Law;

     (d) such deposit shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Company is a party or by which the Company is bound;

     (e) if at such time the Notes are listed on a national securities exchange,
the Company has delivered to the Trustee an Opinion of Counsel to the effect
that the Notes will not be delisted as a result of such deposit, defeasance and
discharge;

     (f) the Company shall have delivered to the Trustee Officer's Certificates
stating that the deposit made by the Company pursuant to its election under
Sections 12.02 or 12.03 was not made by the Company with the intent of
preferring the Holders over the other creditors of the Company with the intent
of defeating, hindering, delaying or defrauding creditors of the Company or
others; and

     (g) the Company shall have delivered to the Trustee Officer's Certificates
and an Opinion of Counsel, each stating that all conditions precedent provided
for relating to either the Legal Defeasance under Section 12.02 or the Covenant
Defeasance under Section 12.03 (as the case may be) have been complied with as
contemplated by this Section 12.04.

     SECTION 12.05. Deposited Money and Government Securities to Be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 12.06, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 12.04 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 Accreted Value and interest, if any, 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 money or U.S. Government
Obligations deposited pursuant to Section 12.04 hereof or the Accreted Value and
interest, if any, 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 12 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or U.S. Government Obligations held by it as provided in
Section 12.04 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
12.04(a) hereof), are in excess of the amount thereof

                                       47

<PAGE>   53


which would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

     SECTION 12.06. 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 Accreted Value of or interest, if any, on any Note and remaining unclaimed
for two years after such Accreted Value or interest, if any, has become due and
payable shall be paid to the Company on its written request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as an unsecured general creditor, 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 12.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 12.02
or 12.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 12.02 or 12.03 until such time as the Trustee or Paying Agent is
permitted to apply all such amounts in accordance with Section 12.02 or 12.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of Accreted Value of or interest, if any, on any Note following the
reinstatement of its Obligations, the Company shall be subrogated to the rights
of the Holder of such Note to receive such payment from the amounts held by the
Trustee or Paying Agent.

                                   ARTICLE 13
                                  SUBORDINATION

     SECTION 13.01. Agreement to Subordinate. The Company agrees, and each
Holder by accepting a Note agrees, any provision of this Indenture or the Note
to the contrary notwithstanding, that all obligations owed under and in respect
of the Notes are subordinated in right of payment, to the extent and in the
manner provided in this Article 13, to the prior payment in full of all Senior
Indebtedness of the Company, and that the subordination of the Notes pursuant to
this Article 13 is for the benefit of all holders of all Senior Indebtedness of
the Company whether outstanding on the Closing Date or incurred thereafter. For
purposes of this Article, "payment in full", as used with respect to Senior
Indebtedness, means the payment in full of cash to the Holders of such Senior
Indebtedness.

                                       48

<PAGE>   54


     SECTION 13.02. Liquidation; Dissolution; Bankruptcy. Upon any payment or
distribution of the assets of the Company upon a total or partial liquidation or
dissolution or reorganization of or similar proceeding relating to the Company
or its property, the holders of Senior Indebtedness of the Company will be
entitled to receive payment in full of such Senior Indebtedness before the
Noteholders are entitled to receive any payment from the Company, and until such
Senior Indebtedness is paid in full, any payment or distribution to which
Noteholders would be entitled but for the subordination provisions of the
Indenture will be made to holders of such Senior Indebtedness as their interests
may appear except that Noteholders may receive shares of stock (other than any
shares of stock which, by their terms or the terms of any security into which
they are convertible or for which they are exchangeable, or upon the happening
of any event, mature or are mandatorily redeemable or are redeemable at the
option of the holder thereof, in whole or in part) and any debt securities that
are subordinated to such Senior Indebtedness to at least the same extent as the
Notes; provided that such stock and debt securities are provided for by a plan
of reorganization or readjustment authorized by an order or decree of a court of
competent jurisdiction in a reorganization proceeding under any applicable
bankruptcy, insolvency or other similar law. If a distribution is made to
Noteholders that, due to the subordination provisions, should not have been made
to them, such Noteholders are required to hold it in trust for the holders of
the relevant Senior Indebtedness and pay it over to them to the extent due and
payable to the them.

     SECTION 13.03. Default on Designated Senior Indebtedness. (a) No direct or
indirect payment, deposit or distribution of any kind or character, whether in
cash, property or securities (including any payment made to the Holders under
the terms of Indebtedness subordinated to the Notes), may be made by set-off or
otherwise, by or on behalf of the Company of Accreted Value of or interest (if
any) on, or any other obligation in respect of, the Notes, whether pursuant to
the terms of the Notes by way of repurchase, redemption, defeasance or otherwise
(the making of all such payments, deposits and distributions being referred to
herein, individually and collectively, as to, "PAY THE NOTES") if any Designated
Senior Indebtedness of the Company is not paid when due, whether at maturity, on
account of mandatory redemption or prepayment, acceleration or otherwise, unless
the default has been cured or waived and any acceleration resulting therefrom
has been rescinded or such Designated Senior Indebtedness has been paid in full.
However, the Company may pay the Notes without regard to the foregoing if it and
the Trustee receive written notice approving such payment from the
Representative of the Designated Senior Indebtedness with respect to which the
events set forth in the immediately preceding sentence have occurred and is
continuing. During the continuance of any default (other than a default
described in the second preceding sentence) with respect to any Designated
Senior Indebtedness of the Company pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or upon the expiration of any applicable
grace periods, the Company may not pay the Notes for a period (a "PAYMENT
BLOCKAGE PERIOD") commencing upon the receipt by the Trustee (with a copy to the
Company) of written notice (a "BLOCKAGE NOTICE") of such default from the
Representative of the holders of such Designated Senior Indebtedness specifying
an election to effect a Payment Blockage Period and ending 179 days thereafter
(or earlier if such Payment Blockage Period is terminated (i) by written notice
to the Trustee and the Company from the Person or Persons who gave such Blockage

                                       49

<PAGE>   55


Notice, (ii) because the default giving rise to such Blockage Notice is no
longer continuing or (iii) because such Designated Senior Indebtedness has been
repaid in full). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions described in the first
sentence of this Section 13.03), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders have accelerated the maturity
of such Designated Senior Indebtedness, the Company may resume payments on the
Notes after the end of such Payment Blockage Period. The Notes shall not be
subject to more than one Payment Blockage Period in any consecutive 360-day
period, irrespective of the number of defaults with respect to Designated Senior
Indebtedness during such period.

     To the extent any payment of Senior Indebtedness (whether by or on behalf
of the Company, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then if such payment is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person, the Senior Indebtedness or part thereof originally intended to
be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred. To the extent the obligation to repay any Senior Indebtedness
is declared to be fraudulent, invalid, or otherwise set aside under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
the obligation so declared fraudulent, invalid or otherwise set aside (and all
other amounts that would come due with respect thereto had such obligation not
been so affected) shall be deemed to be reinstated and outstanding as Senior
Indebtedness for all purposes hereof as if such declaration, invalidity or
setting aside had not occurred.

     (b) Notwithstanding anything to the contrary in Section 13.02 or this
Section 13.03, Holders may continue to receive payments from any trust
established pursuant to Section 12.04 prior to occurrence of an event
prohibiting payment of or on the Notes.

     SECTION 13.04. When Distributions Must Be Paid Over. If the Company shall
make any payment to the Trustee on account of the Accreted Value of or interest,
if any, on, the Notes, or the Holders shall receive from any source any payment
on account of the Accreted Value of or interest, if any, on, the Notes or any
obligation in respect of the Notes, at a time when such payment is prohibited by
this Article 13, the Trustee or such Holders shall hold such payment in trust
for the benefit of, and shall pay over and deliver to, the holders of the Senior
Indebtedness of the Company (pro rata as to each of such holders on the basis of
the respective amounts of such Senior Indebtedness held by them) or their
Representative, to the extent due and payable to them, for application to the
payment of all outstanding Senior Indebtedness of the Company until all such
Senior Indebtedness has been paid in full, after giving effect to all other
payments or distributions to, or provisions made for, the holders of Senior
Indebtedness of the Company.

     With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform only such obligations on its part as are
specifically set forth in this Article 13, and no implied covenants or
obligations with respect to any holders of the

                                       50

<PAGE>   56


Senior Indebtedness of the Company shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of the Senior Indebtedness of the Company, and shall not be liable to
any holders of such Senior Indebtedness if the Trustee shall pay over or
distribute to, or on behalf of, Holders, the Company or any other Person, money
or assets to which any holders of such Senior Indebtedness are entitled pursuant
to this Article 13, except if such payment is made at a time when a Responsible
Officer has actual knowledge that the terms of this Article 13 prohibit such
payment.

     SECTION 13.05. Notice. Neither the Trustee nor the Paying Agent shall at
any time be charged with the knowledge of the existence of any facts that would
prohibit the making of any payment to or by the Trustee or Paying Agent under
this Article 13 unless and until the Trustee or Paying Agent shall have received
written notice thereof from the Company or one or more holders of the Senior
Indebtedness of the Company or a representative of any holders of such Senior
Indebtedness; and, prior to the receipt of any such written notice, the Trustee
or Paying Agent shall be entitled to assume conclusively that no such facts
exist; provided that if a Responsible Officer of the Trustee shall not have
received the notice provided for in this Section 13.05 at least one Business Day
prior to the date such payment is due pursuant to the terms hereof, then,
notwithstanding anything herein to the contrary, the Trustee shall have full
power and authority to make such payment and shall not be affected by any notice
to the contrary which may be received by it within one Business Day prior to
such date (it being understood that nothing contained in this Section 13.05
shall limit the rights of the holders of the Senior Indebtedness of the Company
to recover any payment pursuant to Section 13.04). The Trustee shall be entitled
to rely on the delivery to it of written notice by a Person representing itself
to be a holder of the Senior Indebtedness of the Company (or a Representative
thereof) to establish that such notice has been given. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Indebtedness of the Company to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of such Senior Indebtedness held by such person,
the extent to which such person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment which it may be required to make for the benefit of such person pursuant
to the terms of this Indenture pending judicial determination as to the rights
of such person to receive such payment.

     The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts it knows that would cause a payment of Accreted Value of or
interest, if any, on, the Notes or any other obligation in respect of the Notes
to violate this Article 13, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness of the Company provided in
this Article 13 or the rights of holders of such Senior Indebtedness under this
Article 13.

     SECTION 13.06. Subrogation. After all Senior Indebtedness of the Company
has been paid in full and until the Notes are paid in full, Holders shall be
subrogated (equally and ratably with all other Indebtedness pari passu with the
Notes) to the rights of holders

                                       51

<PAGE>   57


of such Senior Indebtedness to receive distributions applicable to such Senior
Indebtedness to the extent that distributions otherwise payable to the Holders
have been applied to the payment of such Senior Indebtedness. A distribution
made under this Article 13 to holders of the Senior Indebtedness of the Company
that otherwise would have been made to Holders is not, as between the Company
and the Holders, a payment by the Company on its Senior Indebtedness.

     SECTION 13.07. Relative Rights. This Article 13 defines the relative rights
of Holders and holders of the Senior Indebtedness of the Company. Nothing in
this Indenture shall: (1) impair, as between the Company and Holders, the
obligations of the Company, which are absolute and unconditional, to pay
Accreted Value of and interest, if any, on the Notes in accordance with their
terms; or (2) affect the relative rights of Holders and the creditors of the
Company other than their rights in relation to holders of the Senior
Indebtedness of the Company.

     SECTION 13.08. The Company and Holders May Not Impair Subordination. (a) No
right of any holder of the Senior Indebtedness of the Company to enforce the
subordination as provided in this Article 13 shall at any time or in any way be
prejudiced or impaired by any act or failure to act by the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture or the Notes or any other agreement regardless of any knowledge
thereof with which any such holder may have or be otherwise charged.

     (b) Without in any way limiting Section 13.08(a), the holders of any Senior
Indebtedness of the Company may, at any time and from time to time to the extent
not otherwise prohibited by this Indenture, without the consent of or notice to
any Holders, without incurring any liabilities to any Holder and without
impairing or releasing the subordination and other benefits provided in this
Indenture or the Holders' obligations to the holders of such Senior
Indebtedness, even if any Holder's right of reimbursement or subrogation or
other right or remedy is affected, impaired or extinguished thereby, do any one
or more of the following: (i) amend, renew, exchange, extend, modify, increase
or supplement in any manner such Senior Indebtedness or any instrument
evidencing or guaranteeing or securing such Senior Indebtedness or any agreement
under which such Senior Indebtedness is outstanding (including, but not limited
to, changing the manner, place or terms of payment or changing or extending the
time of payment of, or renewing, exchanging, amending, increasing or altering,
(A) the terms of such Senior Indebtedness, (B) any security for, or any
guarantee of, such Senior Indebtedness, (C) any liability of any obligor on such
Senior Indebtedness (including any guarantor) or any liability incurred in
respect of such Senior Indebtedness); (ii) sell, exchange, release, surrender,
realize upon, enforce or otherwise deal with in any manner and in any order any
property pledged, mortgaged or otherwise securing such Senior Indebtedness or
any liability of any obligor thereon, to such holder, or any liability incurred
in respect thereof; (iii) settle or compromise any such Senior Indebtedness or
any other liability of any obligor of such Senior Indebtedness to such holder or
any security therefor or any liability incurred in respect thereof and apply any
sums by whomsoever paid and however realized to any liability (including,
without limitation, payment of any of the Senior Indebtedness of the Company) in
any manner or order; and (iv) fail to take or to record or otherwise perfect,
for any reason or for no reason, any lien or security interest securing such
Senior

                                       52

<PAGE>   58


Indebtedness by whomsoever granted, exercise or delay in or refrain from
exercising any right or remedy against any obligor or any guarantor or any other
Person, elect any remedy and otherwise deal freely with any obligor and any
security for such Senior Indebtedness or any liability of any obligor to the
holders of such Senior Indebtedness or any liability incurred in respect of such
Senior Indebtedness.

     (c) Each Holder by accepting a Note agrees not to compromise, release,
forgive or otherwise discharge the obligations with respect to such Holder's
Note unless holders of a majority of the outstanding amount of each class of
Senior Indebtedness of the Company consent to such compromise, release,
forgiveness or discharge.

     SECTION 13.09. Distribution or Notice to Representative. Whenever a
distribution is to be made, or a notice given, to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative, if any. If any payment or distribution of the assets of the
Company is required to be made to holders of any of the Senior Indebtedness of
the Company pursuant to this Article 13, the Trustee and the Holders shall be
entitled to rely upon any order or decree of any court of competent
jurisdiction, or upon any certificate of a representative of such Senior
Indebtedness or a custodian, in ascertaining the holders of such Senior
Indebtedness entitled to participate in any such payment or distribution, the
amount to be paid or distributed to holders of such Senior Indebtedness and all
other facts pertinent to such payment or distribution or to this Article 13.

     SECTION 13.10. Rights of Trustee and Paying Agent. The Trustee or Paying
Agent may continue to make payments on the Notes unless prior to any payment
date it has received written notice of facts that would cause a payment of
Accreted Value of or interest, if any, on, the Notes to violate this Article 13.
Only the Company, a Representative of Senior Indebtedness of the Company, or a
holder of Senior Indebtedness of the Company that has no Representative may give
such notice.

     To the extent permitted by the TIA, the Trustee in its individual or any
other capacity may hold Indebtedness of the Company (including Senior
Indebtedness) with the same rights it would have if it were not Trustee. Any
agent of the Trustee may do the same with like rights.

     Nothing in this Article 13 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

     SECTION 13.11. Authorization to Effect Subordination. Each Holder by its
acceptance thereof authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in this Article 13, and appoints the Trustee as such Holder's
attorney-in-fact for any and all such purposes (including, without limitation,
the timely filing of a claim for the unpaid balance of the Note that such Holder
holds in the form required in any insolvency or liquidation proceeding and
causing such claim to be approved).

     If a proper claim or proof of debt in the form required in such proceeding
is not filed by or on behalf of all Holders prior to 30 days before the
expiration of the time to

                                       53

<PAGE>   59


file such claims or proofs, then the holders or a Representative of any Senior
Indebtedness of the Company is hereby authorized, and shall have the right
(without any duty), to file an appropriate claim for and on behalf of the
Holders.

     SECTION 13.12. Payment. A payment on account of or with respect to any Note
shall include, without limitation, Accreted Value or interest, if any, with
respect to or in connection with any optional redemption or purchase provisions,
any direct or indirect payment payable by reason of any other Indebtedness or
obligation being subordinated to the Notes, and any direct or indirect payment
or recovery on any claim as a Holder relating to or arising out of this
Indenture or any Note, or the issuance of any Note, or the transactions
contemplated by this Indenture or referred to herein.

                                       54

<PAGE>   60


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

                                       THERMADYNE MFG. LLC, as Issuer


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

                                       [TRUSTEE], as Trustee

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



<PAGE>   61


                                                                       EXHIBIT A


                             [FORM OF ORIGINAL NOTE]

                               THERMADYNE MFG. LLC

                        Junior Subordinated Note due 2009


No.________

                                      Initial Accreted Value

                                      $
                                       -------------


THERMADYNE MFG. LLC, a Delaware limited liability company (the "COMPANY") which
term includes any successor Persons under the Indenture hereinafter referred
to), for value received, promises to pay to __________, or its registered
assigns, the Accreted Value (as defined below) of this Note, on December 15,
2009.

     "ACCRETED VALUE" means with respect to this Note, as of any date of
determination, the sum of: (a) the Accreted Value of such Note on the
immediately preceding Interest Payment Date (in the event such date of
determination falls before the first Interest Payment Date, the "Initial
Accreted Value" specified above) plus (b) an amount determined by multiplying
(i) the amount referred to in clause (a) by (ii) 15% (provided that the
accretion rate applicable to any period or portion of a period during which no
interest accrues that occurs after December 15, 2004 shall be 16%) by (iii) the
number of days in the period from and including the preceding Interest Payment
Date to such date of determination divided by 360, less (c) any interest that
accrues with respect to such period in accordance with the terms of the Note.

Interest Rate:

     Prior to December 15, 2004, unless a Cash Payment Notice (as defined below)
     is properly delivered by the Company, no interest shall accrue or be
     payable with respect to the Notes. If the Company elects to pay interest on
     any Interest Payment Date prior to December 15, 2004, the Company shall
     give written notice (each such notice a "CASH PAYMENT NOTICE") of such
     election to Holders five business days prior to the immediately preceding
     Interest Payment Date. Commencing on such immediately preceding Interest
     Payment Date until such Interest Payment Date for which a Cash Payment
     Notice has been properly delivered, interest will accrue and be payable at
     a rate of 15% per annum to Holders of record of the Notes at the close of
     business on the Regular Record Date immediately preceding the Interest
     Payment Date for which such Cash Payment Notice has been properly
     delivered, whether or not a Business Day.

                                      A-1

<PAGE>   62


     Failure to pay interest after proper delivery of a Cash Payment Notice for
     any reason shall not constitute a breach of this Note or the Indenture and
     the Accreted Value shall be determined as if such Cash Payment Notice had
     not been delivered. On or after December 15, 2004 interest will accrue and
     be payable at a rate of 15% per annum on each Interest Payment Date to
     Holders of record of the Notes at the close of business on the immediately
     preceding Regular Record Date; provided, that if and for so long as payment
     of interest on the Notes is prohibited under the terms of the Credit
     Agreement (as defined in the Indenture) interest shall not accrue or be
     payable with respect to the Notes.

     Interest Payment Dates:           March 15, June 15, September 15
                                       and December 15 of each year.

     Regular Record Dates:             March 1, June 1, September 1
                                       and December 1 of each year.

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

                                      A-2

<PAGE>   63


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

     Date:
          ------------------

                                       THERMADYNE MFG. LLC, as Issuer

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

                                       A-3

<PAGE>   64


                (Form of Trustee's Certificate of Authentication)


     This is one of the Junior Subordinated Notes due 2009 referred to in the
within-mentioned Indenture.


                                       [TRUSTEE], as Trustee


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

                                       A-4

<PAGE>   65


                             [REVERSE SIDE OF NOTE]


                               THERMADYNE MFG. LLC

                        Junior Subordinated Note due 2009


     This Note is one of a duly authorized issue of Notes of the Company
consisting of other Junior Subordinated Notes due 2009 of the Company issued on
December 22, 1999 and any replacement Notes issued in exchange for, or in lieu
of, the foregoing in accordance with the Indenture. The Notes are limited in
aggregate principal at maturity to the Accreted Value attributable to
$25,000,000. All of such Notes shall be treated as a single issue and vote
together as one class for all purposes of this Note and the Indenture.

     (1) Accreted Value and Interest; Subordination. The Company agrees to pay
the Accreted Value of this Note on December 15, 2009.

     The Company agrees to pay interest on the Accreted Value of this Note at
the rate and in the manner specified below.

     "ACCRETED VALUE" means with respect to this Note, as of any date of
determination, the sum of: (a) the Accreted Value of such Note on the
immediately preceding Interest Payment Date (in the event such date of
determination falls before the first Interest Payment Date, the "Initial
Accreted Value" specified on the face hereof) plus (b) an amount determined by
multiplying (i) the amount referred to in clause (a) by (ii) 15% (provided that
the accretion rate applicable to any period or portion of a period during which
no interest accrues that occurs after December 15, 2004 shall be 16%) by (iii)
the number of days in the period from and including the preceding Interest
Payment Date to such date of determination divided by 360, less (c) any interest
that accrues with respect to such period in accordance with the terms of the
Note.

Interest Rate:

     Prior to December 15, 2004, unless a Cash Payment Notice (as defined below)
     is properly delivered by the Company, no interest shall accrue or be
     payable with respect to the Notes. If the Company elects to pay interest on
     any Interest Payment Date prior to December 15, 2004, the Company shall
     give written notice (each such notice a "CASH PAYMENT NOTICE") of such
     election to Holders five business days prior to the immediately preceding
     Interest Payment Date. Commencing on such immediately preceding Interest
     Payment Date until such Interest Payment Date for which a Cash Payment
     Notice has been properly delivered, interest will accrue and be payable at
     a rate of 15% per annum to Holders of record of the Notes at the close of
     business on the Regular Record Date immediately preceding such Interest
     Payment Date for which a Cash Payment Notice has been properly delivered,
     whether or not a Business Day. Failure to pay interest after proper
     delivery of a Cash Payment Notice for any reason shall not constitute a
     breach of this Note or the Indenture and the

                                      A-5

<PAGE>   66


     Accreted Value shall be determined as if such Cash Payment Notice had not
     been delivered. On or after December 15, 2004 interest will accrue and be
     payable at a rate of 15% per annum on each Interest Payment Date to Holders
     of record of the Notes at the close of business on the immediately
     preceding Regular Record Date; provided, that if and for so long as payment
     of interest on the Notes is prohibited under the terms of the Credit
     Agreement (as defined in the Indenture) interest shall not accrue or be
     payable with respect to the Notes.

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated as of December 22, 1999, among the Company and the
buyers party thereto (the "Registration Rights Agreement").

     Interest on this Note will accrue as and to the extent set forth above;
provided that, after December 15, 2004 if there is no failure or delay in the
payment of interest and if this Note is authenticated between a Regular Record
Date and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

     The Company shall pay interest on overdue payments of interest and Accreted
Value, to the extent lawful, at a rate per annum equal to 1% per annum in excess
of the rate of interest applicable to the Notes.

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness and all Senior Subordinated
Indebtedness, and this Note is issued subject to such provisions. Each Holder of
this Note, by accepting the same, agrees to and shall be bound by such
provisions and agrees to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture.

     (2) Method of Payment. The Company will pay interest on the Notes on each
Interest Payment Date for which interest is to be paid to the Persons who are
Holders (as reflected in the Register at the close of business on the Regular
Record Date immediately preceding the Interest Payment Date), in each case, even
if the Note is canceled on registration of transfer or registration of exchange
after such Regular Record Date; provided that, with respect to the payment of
Accreted Value at maturity, the Company will make payment to the Holder that
surrenders this Note to any Paying Agent (which is initially the Company) on or
after December 15, 2009.

     The Company will make all payments hereunder in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. The Company will make all payments hereunder by wire transfer of
immediately available funds to the accounts specified by the Holder hereof or,
if no such account is specified, by mailing a check to the Holder's registered
address. If a payment date is a date other than a Business Day, payment may be
made at that place on the next succeeding day that is a Business Day and no
interest shall accrue for the intervening period.

                                       A-6

<PAGE>   67


     (3) Paying Agent and Registrar. Initially, the Trustee will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar upon
written notice thereto. The Company, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Registrar or co-registrar.

     (4) Indenture; Limitations. The Company issued the Notes under an Indenture
dated as of ______________, _____ (the "INDENTURE"), among the Company and
[__________], as trustee (the "TRUSTEE"). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (the "TIA"). The Notes are subject
to all such terms and Holders are referred to the Indenture and the TIA for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

     The Notes are unsecured junior subordinated obligations of the Company.

     (5) Optional Redemption. The Notes may be redeemed at the option of the
Company, in whole, at any time and from time to time, on and prior to maturity
at the following Redemption Prices (expressed in percentages of the Accreted
Value thereof on the relevant Redemption Date), plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date); provided that the Company shall not optionally
redeem any Notes except and to the extent permitted by the Credit Agreement,

          (a) if redeemed prior to December 15, 2004 at a redemption price equal
     to 115% of the Accreted Value of the Notes; and

          (b) if redeemed during the 12-month period commencing December 15 of
     each of the years set forth below:

<TABLE>
<CAPTION>
              YEAR                            REDEMPTION PRICE

<S>                                                <C>
2004............................                   107.5%
2005............................                   105.0%
2006............................                   102.5%
2007 and thereafter.............                     100%
</TABLE>

     Notice of a redemption will be mailed, first-class postage prepaid, at
least 30 days but not more than 60 days before the Redemption Date to each
Holder's registered address. On and after the Redemption Date, interest ceases
to accrue on, and the Accreted Value shall cease to increase with respect to,
Notes or portions of Notes called for redemption, unless the Company defaults in
the payment of the Redemption Price.

                                      A-7

<PAGE>   68


     (6) Repurchase upon a Change in Control. Upon the occurrence of a Change in
Control, each Holder shall have the right to require that the Company repurchase
such Holder's Notes at a purchase price in cash equal to 101% of the Accreted
Value thereof on the date of purchase, plus, if applicable, accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date); provided, that the Company shall not be
required to repurchase Notes upon a Change of Control if the Company is unable
to obtain all necessary consents under the Credit Agreement for such repurchase.

     (7) Denominations; Transfer; Exchange. The Notes are in fully registered
form without coupons, in denominations of $1,000 and any integral multiples of
$1,000. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Company may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.

     (8) Persons Deemed Owners. A Holder may be treated as the owner of a Note
for all purposes.

     (9) Discharge Prior to Redemption or Maturity. If the Company irrevocably
deposits, or causes to be deposited, with a trustee who could qualify to serve
as Trustee under the Indenture money or U.S. Government Obligations sufficient
to pay the then outstanding Accreted Value of, and accrued interest, if any, on
the Notes (a) to redemption or maturity, the Company will be discharged from the
Indenture and the Notes, except in certain circumstances for certain sections
thereof, and (b) to redemption or maturity, the Company will be discharged from
certain covenants set forth in the Indenture.

     (10) Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate Accreted Value of the Notes then
Outstanding. Without notice to or the consent of any Holder, the Company may
amend the Indenture or the Notes to the extent set forth in the Indenture.

     (11) Restrictive Covenants. The Indenture contains certain covenants,
including, without limitation, covenants with respect to the following matters:
(i) redemption of or payments on Junior Securities and Parity Securities; (ii)
dividends on Junior Securities; (iii) transactions with Affiliates; and (iv)
repurchase of Notes upon a Change in Control. Within 120 days after the end of
each fiscal year, the Company must report to the Holders on compliance with such
limitations.

     (12) Voting. The Subscription Agreement dated as of December 22, 1999
relating to the initial purchase of this Note provides that in the event that
after December 15, 2004 the Company does not pay interest in cash on four
consecutive Interest Payment Dates or on six Interest Payment Dates, the
Principal and its affiliates who are signatories to the Subscription Agreement
shall cause, to the extent that they shall have the power to so cause, two
members selected by the Holders of a majority of

                                      A-8

<PAGE>   69


the Accreted Value of the Notes, voting as a single class, to be elected to the
Board of Directors of Parent. Further, the Principal and such affiliates shall
cause, to the extent that they shall have the power to so cause, such directors
to serve on the Board of Directors until such time as the Company pays interest
in cash on four consecutive Interest Payment Dates following their election.

     (13) Successor Persons. When a successor person or other entity (other than
a Subsidiary of the Company) assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor person will be released from
those obligations.

     (14) Trustee Dealings with Company. The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may make loans to, accept deposits from, perform services for, and otherwise
deal with, the Company and its Affiliates as if it were not the Trustee.

     (15) Authentication. This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note.

     (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) Provisions of Indenture. Each Holder, by accepting a Note, agrees,
subject to Section 1 above to be bound by all of the terms and provisions of the
Indenture, as the same may be amended from time to time.

     (18) Notices. Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by commercial courier service, by telex, by telecopier or registered
or certified mail, postage prepaid, return receipt requested, addressed as
follows:

     if to the Company:

     Thermadyne Holdings Corporation
     101 South Hanley Road
     St. Louis, Missouri 63105
     Facsimile No: (314) 746-2374
                   (314) 746-2327
     Attn: Jim Tate or Stephanie Josephson

                                       A-9

<PAGE>   70


     with a copy to:

     R. Scott Cohen, Esq.
     Weil, Gotshal & Manges LLP
     100 Crescent Court
     Suite 1300
     Dallas, TX 75201-6950
     Facsimile No: (214) 746-7777

     Any notice required to be given to a Holder shall be deemed to have been
given upon the mailing by first class mail, postage prepaid, of such notices to
Holders at their registered address as recorded in the Register and shall be
sufficiently given to a Holder if so mailed within the time prescribed.

     In any case where notice to Holders is given by mail, neither the failure
to mail such notice nor any defect in any notice so mailed to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. If a notice or communication is mailed in the manner provided above, it
is duly given, whether or not the addressee receives it.

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

                                      A-10

<PAGE>   71


                            [FORM OF TRANSFER NOTICE]

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

Insert Taxpayer Identification No.


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


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


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

                                      A-11

<PAGE>   72


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

     In connection with any transfer of this Note occurring prior to the Resale
Restriction Termination Date for this Note, the undersigned confirms that
without utilizing any general solicitation or general advertising that:

                                    Check One

     (a) this Note is being transferred in compliance with the exemption from
registration under the Securities Act of 1933, as amended, provided by Rule 144A
thereunder.

                                       or

     (b) this Note is being transferred other than in accordance with (a) above
and documents are being furnished which comply with the conditions of transfer
set forth in this Note and the Indenture.

     If none of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 3.10 of the Indenture shall have
been satisfied.

Date:
     -----------------------------

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

Signature Guarantee:
                    ---------------------------------------

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

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

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "QUALIFIED INSTITUTIONAL BUYER"
within the meaning

                                      A-12

<PAGE>   73


of Rule 144A under the Securities Act of 1933, as amended, and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.

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

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

                                      A-13

<PAGE>   74


                       OPTION OF HOLDER TO ELECT PURCHASE


     If you wish to have this Note purchased by the Company pursuant to Section
4.10 of the Indenture, check the box: |_|

     If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.10 of the Indenture, state the amount (in Accreted Value)
below:

         $                     .
          ---------------------

Date:
     -----------------

Your Signature:
               -----------------------------------

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

Signature Guarantee:
                    -------------------------------------

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

                                      A-14

<PAGE>   75


                                                                       EXHIBIT B


                       Form of Certificate to be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S
                  --------------------------------------------


                                                                ---------, ----

[Trustee]
Attention: Corporate Trust Administration


         Re:  Thermadyne Mfg. LLC
              Junior Subordinated Notes due 2009 (the "Notes")


Dear Sirs:

     In connection with our proposed sale of U.S.$________ aggregate Accreted
Value of the Notes as of __________________, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:

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

     (2) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States;

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

     (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act of 1933.

                                       B-1

<PAGE>   76


     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. Terms used in this certificate have the
meanings set forth in Regulation S.


                                       Very truly yours,

                                       [Name of Transferor]


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


                                       B-2

<PAGE>   77


                                                                       EXHIBIT C

                     FORM OF ACCREDITED INVESTOR CERTIFICATE
                       TRANSFEREE LETTER OF REPRESENTATION


[Trustee]
Attention: Corporate Trust Administration

Ladies and Gentlemen:

     In connection with our proposed purchase of $[ ] aggregate Accreted Value
as of ____________ of the Junior Subordinated Notes due 2009 (the "NOTES") of
Thermadyne Mfg. LLC (the "COMPANY"), we confirm that:

     1. We are an institutional "ACCREDITED INVESTOR" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), purchasing for our own account or for the
account of such an institutional "ACCREDITED INVESTOR" as to which we exercise
sole investment discretion, and we 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 account for which we are
acting are each able to bear the economic risk of our or its investment.

     2. We understand and acknowledge that the Notes have not been registered
under the Securities Act or any other applicable securities law, and that the
Notes may not be offered or sold except as permitted in the following sentence.
We agree, on our own behalf and on behalf of any account for which we are
acting, that if we should sell any Notes within the time period referred to in
Rule 144(k) of the Securities Act, 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 above) that, prior to such transfer, furnishes
to the Trustee under the Indenture a signed letter containing certain
representations and agreements relating to the restrictions on transfer of the
Notes (the form of which letter can be obtained from the Trustee) and, if such
transfer is in respect of an aggregate Accreted Value of less than $100,000, an
opinion of counsel acceptable to the Company that such transfer is in compliance
with the Securities Act, (D) outside the Untied States in accordance with Rule
904 of Regulation S under the Securities Act, (E) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available) or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing any of the Notes from us a
notice advising such purchaser that resales of the Notes are restricted as
stated herein.

     3. We understand that, on any proposed resale of any Notes, we will be
required to furnish to the Company and the Trustee such certifications, legal
opinions and other information as the Company and the Trustee may reasonably
require to

                                      C-1

<PAGE>   78



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 acquiring the Notes for investment purposes and not with a view
to distribution thereof or with any present intention of offering or selling any
Notes, except as permitted above; provided that the disposition of our property
and property of any accounts for which we are acting as fiduciary will remain at
all times within our control.

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

     THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF, OTHER THAN ANY MANDATING THE APPLICATION OF SUCH LAWS).

                                       Very truly yours,

                                       (Name of Purchaser)

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

                                       Date:
                                            ------------------------------------

     Upon transfer, the Notes would be registered in the name of the new owner
as follows:


By:
   --------------------------------
Date:
     ------------------------------
Taxpayer ID number:
                   ----------------

                                      C-2