<PAGE>

                                                                     Exhibit 4.7
                                                                  EXECUTION COPY

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

                                  AIRGAS, INC.
                     and each of the Guarantors named herein

                    9.125% SENIOR SUBORDINATED NOTES DUE 2011

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

                                    INDENTURE

                            Dated as of July 30, 2001

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

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

                              THE BANK OF NEW YORK

                                     Trustee

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

--------------------------------------------------------------------------------
<PAGE>

                             CROSS-REFERENCE TABLE*

          Trust Indenture
          Act Section                                          Indenture Section
          310(a)(1).....................................             7.10
             (a)(2).....................................             7.10
             (a)(3).....................................             N.A.
             (a)(4).....................................             N.A.
             (a)(5).....................................             7.10
             (b)........................................             7.10
             (c)........................................             N.A.
          311(a)........................................             7.11
             (b)........................................             7.11
             (c)........................................             N.A.
          312(a)........................................             2.05
             (b)........................................            12.03
             (c)........................................            12.03
          313(a)........................................             7.06
             (b)(1).....................................            10.03
             (b)(2).....................................             7.07
             (c)........................................          7.06;12.02
             (d)........................................             7.06
          314(a)........................................          4.03;12.02
             (b)........................................            10.02
             (c)(1).....................................            12.04
             (c)(2).....................................            12.04
             (c)(3).....................................             N.A.
             (d)........................................     10.03, 10.04, 10.05
             (e)........................................            12.05
             (f)........................................             N.A.
          315(a)........................................             7.01
             (b)........................................          7.05,12.02
             (c)........................................             7.01
             (d)........................................             7.01
             (e)........................................             6.11
          316(a) (last sentence)........................             2.09
             (a)(1)(A)..................................             6.05
             (a)(1)(B)..................................             6.04
             (a)(2).....................................             N.A.
             (b)........................................             6.07
             (c)........................................             2.12
          317(a)(1).....................................             6.08
             (a)(2).....................................             6.09
             (b)........................................             2.04
          318(a)........................................            12.01
             (b)........................................             N.A.
             (c)........................................            12.01

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

                                TABLE OF CONTENTS

                                                                            Page
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

   Section 1.01.   Definitions.................................................1
   Section 1.02.   Other Definitions..........................................17
   Section 1.03.   Incorporation by Reference of Trust Indenture Act..........18
   Section 1.04.   Rules of Construction......................................18

                                   ARTICLE 2.
                                    THE NOTES

   Section 2.01.   Form and Dating............................................19
   Section 2.02.   Execution and Authentication...............................20
   Section 2.03.   Registrar and Paying Agent.................................20
   Section 2.04.   Paying Agent to Hold Money in Trust........................21
   Section 2.05.   Holder Lists...............................................21
   Section 2.06.   Transfer and Exchange......................................21
   Section 2.07.   Replacement Notes..........................................32
   Section 2.08.   Outstanding Notes..........................................32
   Section 2.09.   Treasury Notes.............................................32
   Section 2.10.   Temporary Notes............................................33
   Section 2.11.   Cancellation...............................................33
   Section 2.12.   Defaulted Interest.........................................33
   Section 2.13.   CUSIP Numbers..............................................33
   Section 2.14.   Issuance of Additional Notes...............................34

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

   Section 3.01.   Notices to Trustee.........................................34
   Section 3.02.   Selection of Notes to Be Redeemed..........................34
   Section 3.03.   Notice of Redemption.......................................35
   Section 3.04.   Effect of Notice of Redemption.............................35
   Section 3.05.   Deposit of Redemption Price................................35
   Section 3.06.   Notes Redeemed in Part.....................................36
   Section 3.07.   Optional Redemption........................................36
   Section 3.08.   Mandatory Redemption.......................................37
   Section 3.09.   Offer to Purchase by Application of Excess Proceeds........37

                                   ARTICLE 4.
                                    COVENANTS

   Section 4.01.   Payment of Notes...........................................38
   Section 4.02.   Maintenance of Office or Agency............................39
   Section 4.03.   Reports....................................................39
   Section 4.04.   Compliance Certificate.....................................40
   Section 4.05.   Taxes......................................................40


                                       i
<PAGE>

   Section 4.06.   Stay, Extension and Usury Laws.............................40
   Section 4.07.   Restricted Payments........................................40
   Section 4.08.   Dividend and Other Payment Restrictions Affecting
                   Restricted Subsidiaries....................................42
   Section 4.09.   Incurrence of Indebtedness and Issuance of
                   Preferred Stock............................................43
   Section 4.10.   Asset Sales................................................45
   Section 4.11.   Transactions with Affiliates...............................46
   Section 4.12.   Limitation on Liens........................................47
   Section 4.13.   Designation of Restricted and Unrestricted
                   Subsidiaries...............................................47
   Section 4.14.   Corporate Existence........................................47
   Section 4.15.   Offer to Repurchase Upon Change of Control.................47
   Section 4.16.   Anti-Layering..............................................48
   Section 4.17.   Additional Subsidiary Guarantees...........................49
   Section 4.18.   Payments for Consent.......................................49
   Section 4.19.   Suspended Covenants........................................49

                                   ARTICLE 5.
                                   SUCCESSORS

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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

   Section 6.01.   Events of Default..........................................50
   Section 6.02.   Acceleration...............................................52
   Section 6.03.   Other Remedies.............................................52
   Section 6.04.   Waiver of Past Defaults....................................52
   Section 6.05.   Control by Majority........................................53
   Section 6.06.   Limitation on Suits........................................53
   Section 6.07.   Rights of Holders of Notes to Receive Payment..............53
   Section 6.08.   Collection Suit by Trustee.................................53
   Section 6.09.   Trustee May File Proofs of Claim...........................53
   Section 6.10.   Priorities.................................................54
   Section 6.11.   Undertaking for Costs......................................54

                                   ARTICLE 7.
                                     TRUSTEE

   Section 7.01.   Duties of Trustee..........................................55
   Section 7.02.   Rights of Trustee..........................................56
   Section 7.03.   Individual Rights of Trustee...............................56
   Section 7.04.   Trustee's Disclaimer.......................................56
   Section 7.05.   Notice of Defaults.........................................57
   Section 7.06.   Reports by Trustee to Holders of the Notes.................57
   Section 7.07.   Compensation and Indemnity.................................57
   Section 7.08.   Replacement of Trustee.....................................58
   Section 7.09.   Successor Trustee by Merger, etc...........................59
   Section 7.10.   Eligibility; Disqualification..............................59
   Section 7.11.   Preferential Collection of Claims Against Company..........59


                                       ii
<PAGE>

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01.   Option to Effect Legal Defeasance or Covenant
                   Defeasance.................................................59
   Section 8.02.   Legal Defeasance and Discharge.............................59
   Section 8.03.   Covenant Defeasance........................................60
   Section 8.04.   Conditions to Legal or Covenant Defeasance.................60
   Section 8.05.   Deposited Money and Government Securities to be
                   Held in Trust; Other Miscellaneous Provisions..............61
   Section 8.06.   Repayment to Company.......................................62
   Section 8.07.   Reinstatement..............................................62

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01.   Without Consent of Holders of Notes........................62
   Section 9.02.   With Consent of Holders of Notes...........................63
   Section 9.03.   Compliance with Trust Indenture Act........................64
   Section 9.04.   Revocation and Effect of Consents..........................65
   Section 9.05.   Notation on or Exchange of Notes...........................65
   Section 9.06.   Trustee to Sign Amendments, etc............................65

                                   ARTICLE 10.
                                  SUBORDINATION

   Section 10.01.  Agreement to Subordinate...................................65
   Section 10.02.  Liquidation; Dissolution; Bankruptcy.......................65
   Section 10.03.  Default on Designated Senior Debt..........................66
   Section 10.04.  Acceleration of Notes......................................67
   Section 10.05.  When Distribution Must Be Paid Over........................67
   Section 10.06.  Notice by Company..........................................67
   Section 10.07.  Subrogation................................................67
   Section 10.08.  Relative Rights............................................67
   Section 10.09.  Subordination May Not Be Impaired by Company...............68
   Section 10.10.  Distribution or Notice to Representative...................68
   Section 10.11.  Rights of Trustee and Paying Agent.........................68
   Section 10.12.  Authorization to Effect Subordination......................68
   Section 10.13.  Amendments.................................................69

                                   ARTICLE 11.
                              SUBSIDIARY GUARANTEES

   Section 11.01.  Guarantee..................................................69
   Section 11.02.  Subordination of Subsidiary Guarantee......................70
   Section 11.03.  Limitation on Guarantor Liability..........................70
   Section 11.04.  Execution and Delivery of Subsidiary Guarantee.............70
   Section 11.05.  Guarantors May Consolidate, etc., on Certain Terms.........71
   Section 11.06.  Releases Following Sale of Assets..........................71


                                       iii
<PAGE>

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

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

                                   ARTICLE 13.
                                  MISCELLANEOUS

   Section 13.01.  Trust Indenture Act Controls...............................73
   Section 13.02.  Notices....................................................73
   Section 13.03.  Communication by Holders of Notes with Other
                   Holders of Notes...........................................74
   Section 13.04.  Certificate and Opinion as to Conditions Precedent.........74
   Section 13.05.  Statements Required in Certificate or Opinion..............74
   Section 13.06.  Rules by Trustee and Agents................................75
   Section 13.07.  No Personal Liability of Directors, Officers, Employees
                   and Stockholders...........................................75
   Section 13.08.  Governing Law..............................................75
   Section 13.09.  No Adverse Interpretation of Other Agreements..............75
   Section 13.10.  Successors.................................................75
   Section 13.11.  Severability...............................................75
   Section 13.12.  Counterpart Originals......................................75
   Section 13.13.  Table of Contents, Headings, etc...........................76

                                    SCHEDULES

Schedule I        SUBSIDIARY GUARANTORS

                                    EXHIBITS

Exhibit A1        FORM OF NOTE
Exhibit A2        FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                  ACCREDITED INVESTOR
Exhibit E         FORM OF SUBSIDIARY GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE


                                       iv
<PAGE>

      INDENTURE dated as of July 30, 2001 among Airgas, Inc., a Delaware
corporation (the "Company"), the subsidiary guarantors listed on Schedule I
hereto (collectively, the "Guarantors") and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 9.125% Senior Subordinated Notes due 2011 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

      "144A Global Note" means a global note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

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

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

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

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

      "Agent" means any Registrar, Paying Agent or co-registrar.

      "Applicable Premium" means, with respect to a Note at any Redemption Date,
the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess
of (A) the present value at such Redemption Date of (1) the redemption price of
such Note at October 1, 2006 (such redemption price being described in Section
3.07 hereof) plus (2) all required interest payments due on such Note through
October 1, 2006 (excluding accrued but unpaid interest), computed using a
discount rate equal to the Treasury Rate plus 50 basis points, over (B) the
principal amount of such Note, if greater.
<PAGE>

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

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

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

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

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

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

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


                                       2
<PAGE>

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

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

      "Business Day" means any day other than a Legal Holiday.

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

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

      "Cash Equivalents" means (i) United States dollars and any other currency
that is convertible into United States dollars without legal restrictions and
which is utilized by the Company or any of its Restricted Subsidiaries in the
ordinary course of its business; (ii) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith
and credit of the United States is pledged in support of those securities)
having maturities of not more than six months from the date of acquisition;
(iii) time deposit accounts, certificates of deposit and money market deposits
maturing within 180 days of the date of acquisition thereof issued by a bank or
trust company which is organized under the laws of the United States, any state
thereof or any foreign country recognized by the United States, and which bank
or trust company has capital, surplus and undivided profits aggregating in
excess of $100.0 million (or the foreign currency equivalent thereof) and has
outstanding debt which is rated "A" (or such similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act) or any money-market fund sponsored
by a registered broker dealer or mutual fund distributor; (iv) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above; (v) commercial paper maturing not more than 365 days after the date of
acquisition of an issuer with a rating, at the time of which any investment
therein is made, of "A-1" (or higher) according to S&P or "P-1" (or higher)
according to Moody's or carrying an equivalent rating by a nationally recognized
rating agency if both of the two named rating agencies cease publishing ratings
of investments; (vi) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (v)
above; and (vii) in the case of any Subsidiary organized or having its principal
place of business outside the United States, investments denominated in the
currency of the jurisdiction in which that Subsidiary is organized or has its
principal place of business which are similar to the items specified in clauses
(i) through (vi) above, including, without limitation, any deposit with a bank
that is a lender to any Restricted Subsidiary of the Company.

      "Change of Control" means the occurrence of any of the following: (i) the
direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a


                                       3
<PAGE>

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

      "Clearstream" means ClearStream Bank S.A.

      "Company" means Airgas, Inc., and any and all successors thereto.

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period plus, without duplication: (i) an amount equal to
any extraordinary loss plus any net loss realized by such Person or any of its
Restricted Subsidiaries in connection with an Asset Sale, to the extent such
losses were deducted in computing such Consolidated Net Income; plus (ii)
provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus (iii) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period,
whether or not capitalized (including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letters of credit or bankers' acceptance financings, and
net of the effect of all payments made or received pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus (iv) depreciation, amortization (including
amortization of goodwill and other intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and
its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; minus (v) any extraordinary non-cash
items increasing such Consolidated Net Income for such period, other than the
accrual of revenue in the ordinary course of business, in each case, on a
consolidated basis and determined in accordance with GAAP. Notwithstanding the
preceding, the provision for taxes based on the income or profits of, and the
depreciation and amortization and other non-cash expenses of, a Subsidiary of
the Company will be added to Consolidated Net Income to compute Consolidated
Cash Flow of the Company only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended, distributed or
otherwise transferred to the Company by such Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgements, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

      "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP, provided that: (i) the Net Income (or loss) of any Person that is not
a Restricted Subsidiary of such Person or that is accounted for by the equity
method of accounting will not be included except such Net Income will be
included to the extent of the amount of dividends or distributions paid in cash
to the specified Person or a Restricted Subsidiary of the Person; (ii) the Net


                                       4
<PAGE>

Income of any Restricted Subsidiary of such Person will be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders; (iii) the Net Income (or loss) of any Person acquired in a pooling
of interests transaction for any period prior to the date of such acquisition
will be excluded; and (iv) the cumulative effect of a change in accounting
principles will be excluded.

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

      "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

      "Credit Facilities" means, one or more debt facilities (including, without
limitation, the New Credit Facility) or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, extended, renewed, restated, supplemented or otherwise modified (in
whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any agreement (and
related document) governing Indebtedness incurred to Refinance, in whole or in
part, the borrowings and commitments then outstanding or permitted to be
outstanding under such Credit Facility or a successor Credit Facility, whether
by the same or any other lender or group of lenders.

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

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

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

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A-1 hereto except that such Note shall not bear the
Global Note Legend and shall not have the "Schedule of Exchanges of Interests in
the Global Note" attached thereto.

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

      "Designated Senior Debt" means (i) any Indebtedness outstanding under the
New Credit Facility; and (ii) after payment in full of all Obligations under the
New Credit Facility, any other Senior Debt


                                       5
<PAGE>

permitted under this Indenture the principal amount of which is $25.0 million or
more and that has been designated by the Company as "Designated Senior Debt."

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

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

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

      "Euroclear" means Euroclear Bank.

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

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

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

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

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

      "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of: (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations; plus
(ii) the consolidated interest of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus (iii) any interest expense on
Indebtedness of another Person that is Guaranteed by such Person or one of its
Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus (iv) the product of (A) all dividends, whether or not in cash, on any
series of preferred stock of such Person or any of its Restricted Subsidiaries,
other than dividends on Equity Interests payable solely in Equity Interests of
the Company (other than Disqualified Stock) or the applicable Restricted
Subsidiary or to the Company or a Restricted Subsidiary of the


                                       6
<PAGE>

Company, times (B) a fraction, the numerator of which is one and the denominator
of which is one minus the effective combined federal, state and local tax rate
of such Person for such period as estimated by the Chief Financial Officer in
good faith, expressed as a decimal, in each case, on a consolidated basis and in
accordance with GAAP.

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

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

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public


                                       7
<PAGE>

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date of this Indenture, provided that, upon adoption, the Proposed
Accounting Changes will be treated as being in effect as of the date of the
Indenture.

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

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

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

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

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

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

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

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


                                       8
<PAGE>

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

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

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

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

      "Initial Notes" means the first $200,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

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

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

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

      "Issue Date" means July 30, 2001.

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

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


                                       9
<PAGE>

      "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 an agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

      "Moody's" means Moody's Investors Service, Inc. and its successors.

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

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

      "New Credit Facility" means that certain Tenth Amended and Restated Credit
Agreement, to be dated as of July 30, 2001, by and among the Company, the
Canadian borrowing subsidiaries named therein, the guarantor subsidiaries named
therein, Bank of America, N.A., as U.S. Agent, the Canadian Agent and the other
Lenders named therein providing for up to $367.5 million of dollar-denominated
loans and up to CDN$50 million of Canadian dollar-denominated loans, including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or Refinanced from time to time including any
agreement extending the maturity of, Refinancing from time to time including any
agreement extending the maturity of, Refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

      "Non-Recourse Debt" means Indebtedness: (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise or (c) constitutes the lender; (ii) no default with respect to which
(including any rights that the


                                       10
<PAGE>

holders of the Indebtedness may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Indebtedness (other than the notes) of the Company or any of
its Restricted Subsidiaries to declare a default on such other Indebtedness or
cause the payment of the Indebtedness to be accelerated or payable prior to its
stated maturity; and (iii) as to which the lenders have been notified in writing
(which may be by the terms of the instrument evidencing such Indebtedness) that
they will not have any recourse to the stock (other than the stock of an
Unrestricted Subsidiary pledged by the Company or any of its Restricted
Subsidiaries) or assets of the Company or any of it Restricted Subsidiaries.

      "Non-U.S. Person" means a Person who is not a U.S. Person.

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

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

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

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

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

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

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

      "Permitted Investments" means (i) any Investment in the Company or in a
Restricted Subsidiary of the Company; (ii) any Investment in cash or Cash
Equivalents; (iii) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment: (A) such Person
becomes a Restricted Subsidiary of the Company; or (B) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company; (iv) any Investment made as a result of the receipt
of non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof; (v) any investment to the extent made in
exchange for the issuance of Equity Interests (other than Disqualified Stock) of
the Company; (vi) Hedging Obligations; (vii) any Investment in Permitted


                                       11
<PAGE>

Joint Ventures, provided, except with respect to any Investment resulting from
the sale of capital stock or assets of any Specified Business, that at the time
of and immediately after giving pro forma effect to such Investment (and any
related transaction or series of transactions), the Company would be permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio Test set forth under the first paragraph of Section 4.09 hereof;
(viii) Investments in prepaid expenses, negotiable instruments held for
collection and lease, utility and workers' compensation, performance and other
similar deposits; (ix) transactions with officers, directors and employees of
the Company or any of its Restricted Subsidiaries entered into in the ordinary
course of business (including compensation, employee benefit or indemnity
arrangements with any such officer, director or employee) and consistent with
past business practices; (x) any Investment consisting of a guarantee permitted
under Section 4.09 hereof; (xi) Investments consisting of non-cash consideration
received in the form of securities, notes or similar obligations in connection
with dispositions of obsolete or worn out assets permitted pursuant to this
Indenture; (xii) advances, loans or extensions of credit to suppliers in the
ordinary course of business by the Company or any of its Restricted
Subsidiaries; (xiii) Investments (including debt obligations) received in
connection with the bankruptcy or reorganization of suppliers and customers and
in settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business; (xiv) loans and
advances to employees made in the ordinary course of business; (xv) payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business; (xvi) Investments in any
Person to the extent such Investment existed on date of this Indenture and any
Investment that replaces, refinances or refunds such an Investment, provided
that the new Investment is in an amount that does not exceed that amount
replaced, refinanced or refunded and is made in the same Person as the
Investment replaced, refinanced or refunded; (xvii) Investments relating to any
special purpose Affiliate of the Company organized in connection with a
Receivables Facility that, in the good faith determination of the Board of
Directors of the Company, are necessary or advisable to the effect that
Receivables Facility; and (xviii) other Investments in any Person having an
aggregate fair market value, when taken together with all other Investments made
pursuant to this clause (xviii) since the date of this Indenture that are at the
time outstanding not to exceed $25.0 million.

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

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

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued to Refinance other Indebtedness of
the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: (i) the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness being
Refinanced (plus all accrued interest on the Indebtedness and the amount of all
expenses and premiums incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being Refinanced;
(iii) if the Indebtedness being Refinanced is subordinated in right of


                                       12
<PAGE>

payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in
right of payment to, the notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
Refinanced; and (iv) such Indebtedness is incurred either by the Company or by
the Restricted Subsidiary who is the obligor on the Indebtedness being
Refinanced.

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

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

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

      "Proposed Accounting Changes" means the currently proposed accounting
changes by the Financial Accounting Standards Board relating to the business
combinations and amortization of goodwill, in the form such changes are finally
adopted by the Financial Accounting Standards Board.

      "Public Equity Offering" means an underwritten public offering of common
stock of the Company.

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

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

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

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

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

      "Registration Rights Agreement" means the Exchange and Registration Rights
Agreement, dated as of July 30, 2001 by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act."


                                       13
<PAGE>

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

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

      "Regulation S Permanent Global Note" means a permanent global Note in the
form of Exhibit A2 hereto bearing the Global Note Legend and Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Regulation S Temporary Global Note upon expiration of
the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary global Note in the
form of Exhibit A2 hereto bearing the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

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

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

      "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

      "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

      "Restricted Global Note" means a Global Note bearing the Private Placement
Legend. "Restricted Investment" means an Investment other than a Permitted
Investment.

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

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

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

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

      "Rule 903" means Rule 903 promulgated under the Securities Act.

      "Rule 904" means Rule 904 promulgated the Securities Act.


                                       14
<PAGE>

      "S&P" means Standard & Poor's Rating Group, Inc. and its successors.

      "SEC" means the Securities and Exchange Commission.

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

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

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

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

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

      "Special Interest" means special interest payable to Holders of Notes
following the occurrence of a Registration Default in an amount equal to 0.25%
per annum of the principal amount of Notes held by the Holder for the first 90
days of the Registration Default Period, and in an amount increasing by an
additional 0.25% per annum of the principal amount of Notes with respect to each
subsequent 90 days of the Registration Default Period until all Registration
Defaults have been cured, up to a maximum amount of Special Interest for all
Registration Defaults of 1.0% per annum of the principal amount of Notes as
described under Section 2 of the Registration Rights Agreement.

      "Specified Businesses" means the Air Separation Units and related
facilities and contracts of Nitrous Oxide Corp., Airgas Canada, Inc. and Rutland
Tool & Supply Co., Inc.


                                       15
<PAGE>

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

      "Subsidiary" means, as to any Person, (a) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation (irrespective of
whether or not at the time, any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person directly or indirectly through Subsidiaries, and
(b) any partnership, association, joint venture or other entity in which such
Person directly or indirectly through Subsidiaries has more than 50% equity
interest at any time. The term "Subsidiary" or "Subsidiaries" shall include
National Welders Supply Company, Inc. at such time, if ever, as National Welders
Supply Company, Inc. is required to be consolidated with Airgas in accordance
with GAAP.

      "Subsidiary Guarantee" means a Guarantee by a Guarantor of the Company's
obligations with respect to the Notes.

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

      "Treasury Rate" means, as of any Redemption Date, the yield to maturity as
of such Redemption Date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to October 1, 2006; provided
that if the period from the Redemption Date to October 1, 2006 is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.

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

      "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

      "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution, and any Subsidiary of an Unrestricted
Subsidiary, but only to the extent that such Subsidiary: (i) has no Indebtedness
other than Non-Recourse Debt; and (ii) is a Person with respect to which neither
the Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (A) to subscribe for additional Equity Interests or (B) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; and (iii) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries. Any designation of a
Subsidiary of the Company as an Unrestricted Subsidiary will be


                                       16
<PAGE>

evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an officers' certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted Subsidiary, it
will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred
by a Restricted Subsidiary of the Company as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.09
hereof, the Company will be in default of such covenant. The Board of Directors
of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary, provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if: (x) such Indebtedness is permitted under Section 4.09
hereof, calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (y) no Default would
occur or be in existence following such designation.

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

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

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

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

Section 1.02. Other Definitions.

                                                                Defined in
      Term                                                       Section
      ----                                                       -------

      "Affiliate Transaction"..................................    4.11
      "Asset Sale Offer".......................................    3.09
      "Authentication Order"...................................    2.02
      "Bankruptcy Law".........................................    4.01
      "Change of Control Offer"................................    4.15
      "Change of Control Payment"..............................    4.15
      "Change of Control Payment Date".........................    4.15
      "Covenant Defeasance"....................................    8.03
      "Defeasance Trust"
      "DTC"....................................................    2.03
      "Event of Default".......................................    6.01
      "Excess Proceeds"........................................    4.10


                                       17
<PAGE>

                                                                Defined in
      Term                                                       Section
      ----                                                       -------

      "incur"..................................................    4.09
      "Legal Defeasance".......................................    8.02
      "Offer Amount"...........................................    3.09
      "Offer Period"...........................................    3.09
      "Payment Default"
      "Paying Agent"...........................................    2.03
      "Permitted Debt".........................................    4.09
      "Purchase Date"..........................................    3.09
      "Redemption Date"........................................    3.07
      "Registrar"..............................................    2.03
      "Restricted Payments"....................................    4.07
      "Successor Company"......................................    5.01
      "Suspended Covenants"....................................    4.19

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

      "indenture securities" means the Notes;

      "indenture security Holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04. Rules of Construction.

      Unless the context otherwise requires:

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

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

      (c) "or" is not exclusive;

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

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


                                       18
<PAGE>

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

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01. Form and Dating.

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

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

      (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

      (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream Bank, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Restricted Period shall be terminated
upon the receipt by the Trustee of (i) a written certificate from the
Depositary, together with copies of certificates from Euroclear and Clearstream
Bank certifying that they have received certification of non-United States
beneficial ownership of 100% of the aggregate principal amount of the Regulation
S Temporary Global Note (except to the extent of any beneficial owners thereof
who acquired an interest therein during the Restricted Period pursuant to
another exemption from registration under the Securities Act and who will take
delivery of a beneficial ownership interest in a 144A Global Note bearing a
Private Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof),
and (ii) an Officers' Certificate from the Company. Following the termination of
the Restricted Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by


                                       19
<PAGE>

adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

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

Section 2.02. Execution and Authentication.

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

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

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

      On the Issue Date, the Trustee shall, upon a written order of the Company
signed by an Officer (an "Authentication Order"), authenticate Notes for
original issue up to $225,000,000 in aggregate principal amount of the Notes
and, upon delivery of any Authentication Order at any time and from time to time
thereafter, the Trustee shall authenticate Notes for original issue in an
aggregate principal amount specified in such Authentication Order.

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

Section 2.03. Registrar and Paying Agent.

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

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

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


                                       20
<PAGE>

Section 2.04. Paying Agent to Hold Money in Trust.

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

Section 2.05. Holder Lists.

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

Section 2.06. Transfer and Exchange.

      (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Company for
Definitive Notes prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

      (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to the restrictions set forth herein to the extent
required by the Securities Act. Transfers of beneficial interests in the Global
Notes also shall require compliance with


                                       21
<PAGE>

either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided that
      prior to the expiration of the Restricted Period, transfers of beneficial
      interests in the Temporary Regulation S Global Note may not be made to a
      U.S. Person or for the account or benefit of a U.S. Person (other than an
      Initial Purchaser). Beneficial interests in any Unrestricted Global Note
      may be transferred to Persons who take delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note. No written orders or
      instructions shall be required to be delivered to the Registrar to effect
      the transfers described in this Section 2.06(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar containing information regarding the Person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in (1) above; provided that in no event shall
      Definitive Notes be issued upon the transfer or exchange of beneficial
      interests in the Regulation S Temporary Global Note prior to (x) the
      expiration of the Restricted Period and (y) the receipt by the Registrar
      of any certificates required pursuant to Rule 903 under the Securities
      Act. Upon consummation of an Exchange Offer by the Company in accordance
      with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
      shall be deemed to have been satisfied upon receipt by the Registrar of
      the instructions contained in the Letter of Transmittal delivered by the
      Holder of such beneficial interests in the Restricted Global Notes. Upon
      satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture and the
      Notes or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Note(s) pursuant to
      Section 2.06(h) hereof.

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

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

                  (B) if the transferee will take delivery in the form of a
            beneficial interest in the Regulation S Temporary Global Note or the
            Regulation S Global Note, then the


                                       22
<PAGE>

            transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (2) thereof; and

                  (C) if the transferee is an Institutional Accredited Investor
            who will take delivery in the form of a beneficial interest in the
            144A Global Note, then the transferor must deliver a certificate in
            the form of Exhibit B hereto, including the certifications and
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable.

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

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

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

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

                  (D) the Registrar receives the following:

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

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

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

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


                                       23
<PAGE>

      Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

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

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

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

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

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

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

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

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

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

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest in a Restricted Global Note pursuant to this
      Section 2.06(c) shall be registered in such name or names and in such
      authorized denomination or denominations as the holder of such beneficial
      interest shall instruct the Registrar through instructions from the
      Depositary and


                                       24
<PAGE>

      the Participant or Indirect Participant. The Trustee shall deliver such
      Definitive Notes to the Persons in whose names such Notes are so
      registered. Any Definitive Note issued in exchange for a beneficial
      interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)
      shall bear the Private Placement Legend and shall be subject to all
      restrictions on transfer contained therein.

            (ii) Beneficial Interests in Regulation S Temporary Global Note to
      Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary Global Note may not be
      exchanged for a Definitive Note or transferred to a Person who takes
      delivery thereof in the form of a Definitive Note prior to (x) the
      expiration of the Restricted Period and (y) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act, except in the case of a transfer pursuant to an exemption
      from the registration requirements of the Securities Act other than Rule
      903 or Rule 904.

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

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

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

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

                  (D) the Registrar receives the following:

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

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

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


                                       25
<PAGE>

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

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

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

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

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

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

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

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

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


                                       26
<PAGE>

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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

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

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

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


                                       27
<PAGE>

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

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

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

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

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

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

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

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

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


                                       28
<PAGE>

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

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

                  (D) the Registrar receives the following:

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

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

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

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

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

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


                                       29
<PAGE>

            (i) Private Placement Legend.

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

            "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY
            NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)
            (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
            INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
            SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
            A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
            REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
            WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
            (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
            ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
            INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO
            AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)
            IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
            THE UNITED STATES."

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

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

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

            (iii) Regulation S Temporary Global Note Legend. The Regulation S
      Temporary Global Note shall bear a legend in substantially the following
      form:

            "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE,
            AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
            CERTIFICATED NOTES, ARE AS SPECIFIED IN THE


                                       30
<PAGE>

            INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL
            OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
            TO RECEIVE PAYMENT OF INTEREST HEREON."

      (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

      (i) General Provisions Relating to Transfers and Exchanges.

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

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

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

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

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

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of


                                       31
<PAGE>

      and interest on such Notes and for all other purposes, and none of the
      Trustee, any Agent or the Company shall be affected by notice to the
      contrary.

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

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

Section 2.07. Replacement Notes.

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

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

Section 2.08. Outstanding Notes.

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

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

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

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

Section 2.09. Treasury Notes.

      In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly


                                       32
<PAGE>

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

Section 2.10. Temporary Notes.

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes.

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

Section 2.11. Cancellation.

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

Section 2.12. Defaulted Interest.

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

Section 2.13. CUSIP Numbers.

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


                                       33
<PAGE>

Section 2.14. Issuance of Additional Notes.

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

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

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

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

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

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

Section 3.02. Selection of Notes to Be Redeemed.

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

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be redeemed.


                                       34
<PAGE>

Section 3.03. Notice of Redemption.

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

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

      (a) the redemption date;

      (b) the redemption price;

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

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

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

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

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

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

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

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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

      If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment


                                       35
<PAGE>

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

Section 3.06. Notes Redeemed in Part.

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

Section 3.07. Optional Redemption.

      (a) On and after October 1, 2006, the Company shall have the option to
redeem all or part of the Notes, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Special Interest thereon, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on October 1 of the years indicated below:


      Year                                                       Percentage
      ----                                                       ----------
      2006....................................................   104.563%
      2007....................................................   103.042%
      2008....................................................   101.521%
      2009 and thereafter.....................................   100.000%

      (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time on or prior to October 1, 2004, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of the Notes
originally issued at a redemption price equal to 109.125% of the aggregate
principal amount thereof, plus accrued and unpaid interest and Special Interest
thereon, if any, to the redemption date with the net cash proceeds of one or
more Public Equity Offerings provided that:

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

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

      (c) At any time prior to October 1, 2006, all or part of the Notes may
also be redeemed at the option of the Company, at a redemption price equal to
100% of the principal amount thereof plus the Applicable Premium as of, and
accrued and unpaid interest and Special Interest thereon, if any, to the date of
redemption (the "Redemption Date").

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


                                       36
<PAGE>

Section 3.08. Mandatory Redemption.

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

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

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

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

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

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

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

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

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

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

      (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

      (f) that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;


                                       37
<PAGE>

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

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

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

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

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

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01. Payment of Notes.

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

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


                                       38
<PAGE>

Section 4.02. Maintenance of Office or Agency.

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

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

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

Section 4.03. Reports.

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

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

      (c) If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
clause (a) of this Section 4.03 shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, of the financial condition and results of operations of the Company and
its Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.

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


                                       39
<PAGE>

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

Section 4.04. Compliance Certificate.

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

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

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

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


                                       40
<PAGE>

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

            (c) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries after the date of this Indenture (excluding Restricted
      Payments permitted by clauses (ii) through (viii) of the next succeeding
      paragraph), is less than the sum, without duplication, of: (i) 50% of the
      Consolidated Net Income of the Company for the period (taken as one
      accounting period) from the beginning of the fiscal quarter immediately
      preceding the fiscal quarter in which the date of this Indenture occurs to
      the end of the Company's most recently ended fiscal quarter for which
      internal financial statements are available at the time of such Restricted
      Payment (or, if such Consolidated Net Income for such period is a deficit,
      less 100% of such deficit), plus (ii) 100% of the aggregate net cash
      proceeds received by the Company since the date of this Indenture as a
      contribution to its common equity capital or from the issue or sale of
      Equity Interests of the Company (other than Disqualified Stock) or from
      the issue or sale of convertible or exchangeable Disqualified Stock or
      convertible or exchangeable debt securities of the Company that have been
      converted into or exchanged for such Equity Interests (other than Equity
      Interests, Disqualified Stock or debt securities) sold to a Subsidiary of
      the Company), plus (iii) to the extent that any Restricted Investment that
      was made after the date of this Indenture is sold for cash or otherwise
      liquidated or repaid, purchased or redeemed for cash, the lesser of (A)
      such cash (less the cost of disposition, if any) and (B) the amount of
      such Restricted Investment, plus (iv) to the extent that any Unrestricted
      Subsidiary of the Company is redesignated as a Restricted Subsidiary after
      the date of this Indenture, the lesser of (A) the fair market value of the
      Company's Investment in such Subsidiary as of the date of such
      redesignation and (B) such fair market value as of the date on which such
      Subsidiary was originally designated as an Unrestricted Subsidiary.

      The preceding provisions will not prohibit: (i) the payment of any
dividend or distribution on, or redemption of, Equity Interests, within 60 days
after the date of declaration or notice thereof, if at the date of declaration
or the giving of such notice the payment would have complied with the provisions
of this Indenture, (ii) any Restricted Payment made in exchange for, or made out
of the net cash proceeds of the substantially concurrent sale (other than to a
Restricted Subsidiary of the Company) of, Equity Interests of the Company (other
than Disqualified Stock), provided that the amount of any such net cash proceeds
that are utilized for any such Restricted Payment will be excluded from clause
(c) (ii) of the preceding paragraph; (iii) the defeasance, redemption,
repurchase or other acquisition of subordinated Indebtedness of the Company or
any Guarantor with the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness; (iv) the payment of any dividend or other payment or
distribution by a Restricted Subsidiary of the Company to the holders of its
Equity Interests on a pro rata basis; (v) repurchases of Equity Interests deemed
to occur upon exercise of stock options if those Equity Interests represent all
or a portion of the exercise price of those options; (vi) the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company or any Restricted Subsidiary of the Company (in the event such
Equity Interests are not owned by the Company or any of its Restricted
Subsidiaries) in an amount not to exceed $5.0 million in any fiscal year, so
long as no Default has occurred and is continuing or would be caused thereby;
(vii) the purchase by the Company of fractional shares arising out of stock
dividends, splits or combinations or business combinations; (viii) distributions
or payments of Receivables Fees; or (ix) Restricted Payments not to exceed $25.0
million under this clause (ix) in the aggregate, plus, to the extent Restricted
Payments made pursuant to this clause (ix) are Investments made by the Company
or any of its Restricted Subsidiaries in any Person and such Investment is sold
for cash or otherwise liquidated or repaid, purchased or redeemed for cash, an
amount equal to the lesser of (A) such cash (less the cost of disposition, if
any) and (B) the amount of such Restricted Payment, provided,


                                       41
<PAGE>

that (x) at the time of such Restricted Payment, no Default shall have occurred
and be continuing (or result therefrom) and (y) the amount of such cash will be
excluded from clause (c)(iv) of the preceding paragraph.

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

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

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

      However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of: (1) any agreement in effect or
entered into on the date of this Indenture, including agreements governing
Existing Indebtedness and the New Credit Facility as in effect on the date of
this Indenture and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of those
agreements, provided that the amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacement or refinancings are not
materially less favorable, taken as a whole, with respect to such dividend and
other payment restrictions than those contained in those agreements on the date
of this Indenture; (2) this Indenture, the Notes and the Subsidiary Guarantees;
(3) applicable law and any applicable rule, regulation or order; (4) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness or Capital Stock was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred; (5)
customary non-assignment provisions in leases, licenses or contracts entered
into in the ordinary course of business; (6) purchase money obligations that
impose restrictions on that property of the nature described in clause (iii) of
the preceding paragraph; (7) any agreement for the sale or other disposition of
assets, including, without limitation, customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of Capital Stock or assets of that Subsidiary; (8) Permitted
Refinancing Indebtedness, provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially
less favorable, taken as a whole, than those contained in the agreements
governing the Indebtedness being refinanced; (9) Liens that limit the right of
the debtor to dispose of the assets subject to such Liens; (10) customary
provisions in joint venture agreements, assets sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course of
business; (11) any such encumbrance or restriction with respect to a Foreign
Subsidiary pursuant to an agreement governing Indebtedness incurred by such
Foreign Subsidiary; (12) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of
business; (13) any agreement governing the terms of any Indebtedness incurred
pursuant to clause (i) of Section 4.09 hereof, provided, that (i) either (x) the
encumbrance or restriction


                                       42
<PAGE>

applies only in the event of and during the continuance of a payment default or
a default with respect to a financial covenant contained in such Indebtedness or
agreement or (y) the Company determines at the time any such Indebtedness is
incurred (and at the time of any modification of the terms of any such
encumbrance or restriction), any such encumbrance or restriction will not
materially affect the Company's ability to make principal or interest payments
on the Notes and (ii) the encumbrance or restriction is not materially more
disadvantageous to the Holders of the Notes than is customary in comparable
financings or agreements (as determined by the Company in good faith); and (14)
restrictions created in connection with any Receivables Facility that, in the
good faith determination of the Board of Directors of the Company, are necessary
or advisable to effect that Receivables Facility.

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

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

      The first paragraph of this Section 4.09 shall not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):
(i) the incurrence by the Company and any of its Restricted Subsidiaries of
Indebtedness and letters of credit under Credit Facilities in an aggregate
principal amount at any one time outstanding under this clause (i) (with letters
of credit being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder) not to
exceed the greater of (A) $550.0 million or (B) the amount of the Borrowing Base
as of the date of such incurrence; (ii) the incurrence by the Company and its
Restricted Subsidiaries of the Existing Indebtedness; (iii) the incurrence by
the Company and the Guarantors of Indebtedness represented by the Notes and the
related Subsidiary Guarantees to be issued, in the case of the Notes, on the
date of this Indenture and the Exchange Notes and the related Subsidiary
Guarantees to be issued pursuant to the Registration Rights Agreement; (iv) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property, plant
or equipment used in the business of the Company or such Restricted Subsidiary,
in an aggregate principal amount, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (iv), not to exceed $25.0 million at any time
outstanding; (v) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace Indebtedness (other
than intercompany Indebtedness) that was permitted by this Indenture to be
incurred under the first paragraph of this covenant or clauses (ii), (iii),
(iv), (v) or (xi) of this paragraph; (vi) the incurrence by the Company or any
of its Restricted Subsidiaries of Indebtedness owing to the Company, any of its
Restricted Subsidiaries or any Accounts Receivable Subsidiary, provided that:
(A) if the Company or any Guarantor is the obligor on any such Indebtedness
owing to any Restricted Subsidiary, such Indebtedness must be expressly
subordinated to the prior payment in full in cash of all Obligations with
respect to the Notes, in the case of


                                       43
<PAGE>

the Company, or the Subsidiary Guarantee, in the case of a Guarantor; and (B)
(I) any subsequent issuance or transfer of Equity Interests that results in any
such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company or an Accounts Receivable Entity and (II) any sale or
other transfer of any such Indebtedness to a Person that is not the Company, a
Restricted Subsidiary of the Company or an Accounts Receivable Entity shall be
deemed, in each case, to constitute an incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (vi); (vii) the incurrence by the Company or any of its
Restricted Subsidiaries of Hedging Obligations; (viii) the guarantee by the
Company or any of the Restricted Subsidiaries of Indebtedness of the Company or
a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.09; (ix) Obligations in respect of
performance, bid and surety bonds and completion guarantees provided by the
Company or any Restricted Subsidiary in the ordinary course of business; (x)
Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business, provided, that such Indebtedness is extinguished
within five Business Days of its incurrence; and (xi) the incurrence by the
Company or any of its Restricted Subsidiaries of additional Indebtedness in an
aggregate principal amount (or accreted value, as applicable) which, when taken
together with all other Indebtedness of the Company and its Restricted
Subsidiaries outstanding on the date of such Incurrence and incurred pursuant to
this clause (xi) does not exceed $25.0 million.

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

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

      For purposes of determining compliance with any U.S. dollar denominated
restriction on the incurrence of Indebtedness where the Indebtedness incurred is
denominated in a currency other than U.S. dollars, the amount of such
Indebtedness will be the U.S. Dollar Equivalent of such Indebtedness determined
on the date of incurrence, provided that if any such Indebtedness denominated in
a currency other than U.S. dollars is subject to a Currency Agreement with
respect to U.S. dollars covering all principal, premium, if any, and interest
payable on such Indebtedness, the amount of such Indebtedness expressed in U.S.
dollars will be as provided in such Currency Agreement. The principal amount of
any Permitted Refinancing Indebtedness incurred in the same currency as the
Indebtedness being refinanced will be the U.S. Dollar Equivalent of the
Indebtedness being refinanced, except to the extent that (i) such U.S. Dollar
Equivalent was determined based on a Currency Agreement, in which case the
Permitted Refinancing Indebtedness will be determined in accordance with the
preceding sentence, and (ii) the principal amount of the Permitted Refinancing
Indebtedness exceeds the principal amount of the Indebtedness being refinanced,
in which case the U.S. Dollar Equivalent of such excess will be determined on
the date such Permitted Refinancing Indebtedness is incurred.


                                       44
<PAGE>

Section 4.10. Asset Sales.

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

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

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

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

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

      (3) to make a capital expenditure; or

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

      If an amount equal to the Net Proceeds from Asset Sales is not applied or
invested as provided in the preceding paragraph such amount will constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0
million, the Company shall make an offer to holders of the Notes (and to holders
of other Senior Subordinated Indebtedness of the Company designated by the
Company) to purchase Notes (and such other Senior Subordinated Indebtedness of
the Company) pursuant to and subject to the conditions contained in this
Indenture (the "Asset Sale Offer"). The Company shall purchase Notes tendered
pursuant to the Asset Sale Offer at a purchase price of 100% of their principal
amount (or, in the event such other Senior Subordinated Indebtedness of the
Company was issued with significant original issue discount, 100% of the
accreted value thereof) without premium, plus accrued but unpaid interest (or,
in respect of such other Senior Subordinated Indebtedness of the Company, such
lesser price, if any, as may be provided for by the terms of such Senior
Subordinated Indebtedness) in accordance with the procedures (including
prorating in the event of oversubscription) set forth in this Indenture (the
"Asset Sale Offer Price"). If the aggregate purchase price of the securities
tendered exceeds the Net Proceeds allotted to their purchase, the Company will
select the securities to be purchased on a pro rata basis but in round
denominations, which in the case of the Notes will be denominations of $1,000
principal amount or multiples thereof. If any Excess Proceeds remain after


                                       45
<PAGE>

consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

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

Section 4.11. Transactions with Affiliates.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (a) the Affiliate
Transaction is on terms that are not materially less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and (b) the Company delivers to the Trustee: (i) with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $5.0 million, a resolution of the
Board of Directors of the Company set forth in an officers' certificate
certifying that such Affiliate Transaction complies with this Section 4.11 and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company; and (ii) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $15.0 million, the Board of
Directors of the Company shall also have received a written opinion from an
Independent Qualified Party to the effect that such Affiliate Transaction is
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries or not materially less favorable to the Company and its Restricted
Subsidiaries than could reasonably be expected to be obtained at the time in an
arm's-length transaction with a Person who was not an Affiliate.

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

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

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

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

      (4) payment of reasonable directors fees;

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

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


                                       46
<PAGE>

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

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

Section 4.12. Limitation on Liens.

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

Section 4.13. Designation of Restricted and Unrestricted Subsidiaries.

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

Section 4.14. Corporate Existence.

      Subject to Section 4.10 and Article 5 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect (i) its corporate existence, and the corporate, partnership or other
existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to
time) of the Company or any such Restricted Subsidiary and (ii) the rights
(charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; provided that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries, if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries, taken as a whole,
and that the loss thereof is not adverse in any material respect to the Holders
of the Notes.

Section 4.15. Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Special Interest thereon, if any, to the date of
purchase (the "Change of Control Payment"). Within 30 days following any Change
of Control, the


                                       47
<PAGE>

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

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

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

Section 4.16. Anti-Layering.

      The Company shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and


                                       48
<PAGE>

senior in any respect in right of payment to the Notes. No Guarantor shall
incur, create, issue, assume, guarantee or otherwise become liable for any
Indebtedness that is subordinate or junior in right of payment to the Senior
Debt of such Guarantor and senior in any respect in right of payment to such
Guarantor's Subsidiary Guarantee.

Section 4.17. Additional Subsidiary Guarantees.

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

Section 4.18. Payments for Consent.

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

Section 4.19. Suspended Covenants.

      Following the first day that the Notes have an Investment Grade Rating
from both of the Rating Agencies and no Default has occurred and is continuing
under this Indenture, the Company and its Restricted Subsidiaries shall not be
subject to the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and
5.01 (but only clause (iv) of such covenant) (collectively, the "Suspended
Covenants"). In the event that the Company and its Restricted Subsidiaries are
not subject to the Suspended Covenants for any period of time as a result of the
preceding sentence, and subsequently one or both of the Rating Agencies
withdraws its rating or downgrades the rating assigned to the Notes below an
Investment Grade Rating, then the Company and the Restricted Subsidiaries will
thereafter again be subject to the Suspended Covenants, and compliance with the
Suspended Covenants with respect to Restricted Payments made after the time of
such withdrawal or downgrade will be calculated in accordance with the terms of
Section 4.07 of this Indenture as though such covenant had been in effect since
the date the Notes were originally issued.

                                   ARTICLE 5.
                                   SUCCESSORS

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

      The Company shall not, directly or indirectly, consolidate or merge with
or into another Person (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions to, another
Person unless (i) either the Company is the surviving corporation or the Person
formed by or surviving any such consolidation or merger (if other


                                       49
<PAGE>

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

Section 5.02. Successor Company Substituted.

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

                                   ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

      An "Event of Default" occurs if:

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

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

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

      (d) the Company or any of its Restricted Subsidiaries fails to comply with
any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 hereof for a period
of 30 days after receipt of notice to the


                                       50
<PAGE>

Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then outstanding voting
as a single class;

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

      (f) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries that are Significant Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries that are
Significant Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default is caused by a
failure to pay principal at its stated final maturity (after giving effect to
any applicable grace period provided in such Indebtedness) (a "Payment Default")
or results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $25.0 million or more;

      (g) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Restricted Subsidiaries, and such judgment or judgments remain not
paid, discharged or stayed for a period of 60 days, provided that the aggregate
of all such not paid, discharged or stayed judgments exceeds $25.0 million;

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

            (i) commences a voluntary case,

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

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

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

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

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

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

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

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


                                       51
<PAGE>

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

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

Section 6.02. Acceleration.

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

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

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


                                       52
<PAGE>

Section 6.05. Control by Majority.

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

Section 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

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

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the


                                       53
<PAGE>

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

Section 6.10. Priorities.

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

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

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

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

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

Section 6.11. Undertaking for Costs.

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


                                       54
<PAGE>

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01. Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

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


                                       55
<PAGE>

Section 7.02. Rights of Trustee.

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

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

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

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

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

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

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

Section 7.03. Individual Rights of Trustee.

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

Section 7.04. Trustee's Disclaimer.

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


                                       56
<PAGE>

Section 7.05. Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, premium, if any, or interest on any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

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

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

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

Section 7.07. Compensation and Indemnity.

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

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

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


                                       57
<PAGE>

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

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

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

Section 7.08. Replacement of Trustee.

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

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

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

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

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

      (d) the Trustee becomes incapable of acting.

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

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

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

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


                                       58
<PAGE>

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

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

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

Section 7.11. Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 8.02. Legal Defeasance and Discharge.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of,


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<PAGE>

premium or Special Interest, if any, and interest on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's and the Guarantors'
obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

Section 8.03. Covenant Defeasance.

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

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

      In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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


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<PAGE>

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

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

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

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

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

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.

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

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

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


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<PAGE>

Section 8.06. Repayment to Company.

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

Section 8.07. Reinstatement.

      If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided that, if the Company makes any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

      (c) to comply with Section 5.01 hereof;

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

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


                                       62
<PAGE>

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

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

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

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

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

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

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

Section 9.02. With Consent of Holders of Notes.

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

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or


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<PAGE>

supplemental Indenture directly affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

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

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

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

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

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

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

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

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

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

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

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

Section 9.03. Compliance with Trust Indenture Act.

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


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<PAGE>

Section 9.04. Revocation and Effect of Consents.

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

Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, etc.

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

                                  ARTICLE 10.
                                 SUBORDINATION

Section 10.01. Agreement to Subordinate.

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

Section 10.02. Liquidation; Dissolution; Bankruptcy.

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

            (i) holders of Senior Debt shall be entitled to receive payment in
      full of all Obligations due in respect of such Senior Debt (including
      interest after the commencement of any such proceeding at the rate
      specified in the applicable Senior Debt) before Holders of the Notes shall
      be entitled to receive any payment with respect to the Notes (except that
      Holders may


                                       65
<PAGE>

      receive (A) Permitted Junior Securities and (B) payments and other
      distributions made from any defeasance trust created pursuant to Section
      8.01 hereof); and

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

Section 10.03. Default on Designated Senior Debt.

      (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than (A) Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full if:

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

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

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

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

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

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


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<PAGE>

Section 10.04. Acceleration of Notes.

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

Section 10.05. When Distribution Must Be Paid Over.

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

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

Section 10.06. Notice by Company.

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

Section 10.07. Subrogation.

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

Section 10.08. Relative Rights.

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

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


                                       67
<PAGE>

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

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

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

Section 10.09. Subordination May Not Be Impaired by Company.

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

Section 10.10. Distribution or Notice to Representative.

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

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

Section 10.11. Rights of Trustee and Paying Agent.

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

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

Section 10.12. Authorization to Effect Subordination.

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


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<PAGE>

Section 10.13. Amendments.

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

                                  ARTICLE 11.
                             SUBSIDIARY GUARANTEES

Section 11.01. Guarantee.

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

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

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

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


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<PAGE>

Section 11.02. Subordination of Subsidiary Guarantee.

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

Section 11.03. Limitation on Guarantor Liability.

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

Section 11.04. Execution and Delivery of Subsidiary Guarantee.

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

Section 11.06. Releases Following Sale of Assets.

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

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


                                       71
<PAGE>

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01. Satisfaction and Discharge.

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

(1)   either:

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

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

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

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

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

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

      Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 11.02 and Section 8.06 shall
survive such satisfaction and discharge.

Section 12.02. Application of Trust Money.

      Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 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


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<PAGE>

principal (and premium, if any) and interest for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                  ARTICLE 13.
                                 MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls.

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

Section 13.02. Notices.

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

         If to the Company and/or any Guarantor:

         Airgas, Inc.
         259 North Radnor-Chester Road
         Suite 100
         Radnor, Pennsylvania  19087-5283
         Telecopier No.:  (610) 225-3271
         Attention:  Joseph Sullivan

         With a copy to:
         Cravath, Swaine & Moore
         825 Eighth Avenue
         Worldwide Plaza
         New York, NY  10019-7475
         Telecopier No.:  (212) 765-0925
         Attention:  Kris F. Heinzelman

         If to the Trustee:
         The Bank of New York
         101 Barclay Street, Floor 21 West
         New York, New York  10286
         Telecopier No.:  (212) 815-5915
         Attention:  Corporate Trust Administration


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<PAGE>

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

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

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

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

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

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

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

Section 13.04. Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

      (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

      (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 13.05. Statements Required in Certificate or Opinion.

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

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


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<PAGE>

      (d) 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;

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

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

Section 13.06. Rules by Trustee and Agents.

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

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

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

Section 13.08. Governing Law.

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

Section 13.09. No Adverse Interpretation of Other Agreements.

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

Section 13.10. Successors.

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

Section 13.11. Severability.

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

Section 13.12. Counterpart Originals.

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


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<PAGE>

Section 13.13. Table of Contents, Headings, etc.

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

                         [Signatures on following page]


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<PAGE>

                                   SIGNATURES

Dated as of July 30, 2001
                                     AIRGAS, INC.

                                     By:   /s/  Joseph C. Sullivan
                                           -------------------------------------
                                           Name: Joseph C. Sullivan
                                           Title: Vice President and Treasurer


                                     EACH GUARANTOR LISTED ON SCHEDULE I HERETO

                                     By:   /s/  Robert M. McLaughlin
                                           -------------------------------------
                                           Name: Robert M. McLaughlin
                                           Title: Vice President


                                     THE BANK OF NEW YORK

                                     By:   /s/ Terence Rawlins
                                           -------------------------------------
                                           Name: Terence Rawlins
                                           Title: Vice President
<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]
================================================================================

                                                          CUSIP/CINS 009363 AA 0

                   9.125% Senior Subordinated Notes due 2011

No. ___                                                               $_________

                                  AIRGAS, INC.

promises to pay to ________, or registered assigns, the principal sum of ___
Dollars on October 1, 2011.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

Dated: July 30, 2001

                                        AIRGAS, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within_mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee


By: _________________________________
           Authorized Signatory

================================================================================


                                      A1-1
<PAGE>

                                 [Back of Note]
                   9.125% Senior Subordinated Notes due 2011

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

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

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

      1. INTEREST. Airgas, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 9.125% per
annum from July 30, 2001 until maturity and shall pay the Special Interest
payable pursuant to Section 2 of the Registration Rights Agreement referred to
below. The Company will pay interest and Special Interest semi-annually in
arrears on April 1 and October 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be April 1, 2002. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

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

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

      4. INDENTURE. The Company issued the Notes under an Indenture dated as of
July 30, 2001 ("Indenture") between the Company, the Guarantors thereto and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such


                                      A1-2
<PAGE>

terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Company shall be entitled, subject to its compliance with
Section 4.09 of the Indenture, to issue additional Notes pursuant to Section
2.14 of the Indenture.

      5. OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5,
the Company shall not have the option to redeem the Notes prior to October 1,
2006. Thereafter, the Company shall have the option to redeem all or part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Special Interest thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on October 1 of the years indicated below:

        Year                                                   Percentage
        ----                                                   ----------
        2006...............................................      104.563%
        2007...............................................      103.042%
        2008...............................................      101.521%
        2009 and thereafter................................      100.000%

      (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time, after the date hereof, on or prior to October 1, 2004, the
Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of the Notes (which includes Additional Notes) issued under the
Indenture at a redemption price equal to 109.125% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Special Interest thereon,
if any, to the redemption date with the net cash proceeds of one or more Public
Equity Offerings provided that:

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

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

      (c) At any time prior to October 1, 2006, all or part of the Notes may
also be redeemed at the option of the Company, upon not less than 30 nor more
than 60 days prior notice mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of, and accrued and unpaid interest and Special
Interest thereon, if any, to the Redemption Date.

      6. MANDATORY REDEMPTION.

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

      7. REPURCHASE AT OPTION OF HOLDER.

      (a) If there is a Change of Control, the Company shall be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Special Interest thereon, if any, to the date of purchase
(the "Change of Control


                                      A1-3
<PAGE>

Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

      (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $25 million, the Company shall commence an offer to all Holders of Notes
(as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase
the maximum principal amount of Notes (including any Additional Notes) that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary)
may use such deficiency for general corporate purposes. If the aggregate
principal amount of Notes surrendered by Holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro
rata basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

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

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

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

      11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
and Additional Notes, if any, voting as a single class. Without the consent of
any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may
be amended or supplemented to cure any ambiguity, defect or inconsistency or to
make a modification of a formal, minor or technical nature or to correct a
manifest error, to provide for uncertificated Notes in addition to or in place
of certificated Notes, to comply with the covenant relating to mergers,
consolidations and sales of assets, to provide for the assumption of the
Company's or Guarantor's obligations to Holders of the Notes in case of a merger
or consolidation or sale of all or substantially all of the Company's assets, to
add Guarantees with respect to the Notes or to secure the Notes, to add to the
covenants of the Company or any Guarantor for the benefit of the Holders of the
Notes or surrender any


                                      A1-4
<PAGE>

right or power conferred upon the Company or any Guarantor, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
evidence and provide for the acceptance and appointment under the Indenture of a
successor trustee pursuant to the requirements thereof, or to provide for the
issuance of exchange or private exchange notes.

      12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on, or Special Interest, if any, with
respect to, the Notes, whether or not prohibited by Article 10 of the Indenture;
(ii) default in payment when due of principal of, or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, whether or not
prohibited by Article 10 of the Indenture; (iii) failure by the Company to
comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of
its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of
the Indenture for a period of 30 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class;
(v) failure by the Company or any of its Restricted Subsidiaries for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class to observe or perform any other covenant or
other agreement in the Indenture; (vi) default under certain other agreements
relating to Indebtedness of the Company or any of its Restricted Subsidiaries
that are Significant Subsidiaries, which default is caused by a failure to pay
principal at its stated final maturity (after giving effect to any applicable
grace period provided in such Indebtedness) (a "Payment Default") or results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $25.0
million or more; (vii) certain final judgments for the payment of money that
remain not paid, discharged or stayed for a period of 60 days, provided that the
aggregate of all such not paid, discharged or stayed judgments exceeds $25.0
million; (viii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Restricted Subsidiaries that are Significant Subsidiaries
as specified in clauses (h) and (i) of Section 6.01 of the Indenture; and (ix)
except as permitted by the Indenture, any Subsidiary Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's
Subsidiary Guarantee. If any Event of Default (other than an Event of Default
specified in clause (h) or (i) of Section 6.01 of the Indenture with respect to
the Company or any of its Restricted Subsidiaries that are Significant
Subsidiaries) occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Notes may declare all the Notes
to be due and payable immediately. Upon any such declaration the Notes shall
become due and payable immediately. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency
as specified in clauses (h) and (i) of Section 6.01 of the Indenture with
respect to the Company or any of its Restricted Subsidiaries that are
Significant Subsidiaries, all outstanding Notes will become due and payable
immediately without further action or notice. Holders of a majority in principal
amount of the then outstanding Notes may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal of,
premium, if any, or interest on any Note) if and so long as a committee of its
Responsible Officers in good faith determines that withholding notice is in the
interests of the Holders of the Notes. The Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default and its
consequences under the Indenture except a continuing Default in the payment of
principal of, Special


                                      A1-5
<PAGE>

Interest, if any, or interest on, the Notes (other than non-payment of principal
of or interest on or Special Interest, if any, on the Notes that become due
solely because of the acceleration of the Notes) (provided that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration). The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture.

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

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

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

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

      17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Exchange and Registration
Rights Agreement dated as of July 30, 2001, between the Company and the parties
named on the signature pages thereof (the "Registration Rights Agreement").

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

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

Airgas, Inc.
259 North Radnor-Chester Road,
Suite 100
Radnor, PA  19087-5283
Attention: Corporate Secretary


                                      A1-6
<PAGE>

                                ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:________________

                 Your Signature: _______________________________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: __________________________

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


                                      A1-7
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                  |_| Section 4.10          |_| Section 4.15

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

                                $_______________

Date:________________

                 Your Signature:________________________________________________
                    (Sign exactly as your name appears on the face of this Note)

                 Tax Identification No.:________________________________________

Signature Guarantee*:______________________

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


                                      A1-8
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

<TABLE>
<CAPTION>
                                                                    Principal Amount
                   Amount of decrease    Amount of increase in     of this Global Note   Signature of authorized
                   in Principal Amount      Principal Amount         following such      officer of Trustee or
Date of Exchange   of this Global Note    of this Global Note    decrease (or increase)      Note Custodian
----------------   -------------------    -------------------    ----------------------      --------------
<S>                <C>                    <C>                    <C>                         <C>
</TABLE>


                                      A1-9
<PAGE>

                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
================================================================================
                                                          CUSIP/CINS U0203H AA 2

                   9.125% Senior Subordinated Notes due 2011

No. ___                                                               $_________

                                  AIRGAS, INC.

promises to pay to ________, or registered assigns, the principal sum of ___
Dollars on October 1, 2011.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

Dated: July 30, 2001

                                        AIRGAS, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within_mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee


By: _________________________________
           Authorized Signatory

================================================================================


                                      A2-1
<PAGE>

                   Back of Regulation S Temporary Global Note
                   9.125% Senior Subordinated Notes due 2011

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES.

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

      1. INTEREST. Airgas, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 9.125% per
annum from July 30, 2001 until maturity and shall pay the Special Interest
payable pursuant to Section 2 of the Registration Rights Agreement referred to
below. The Company will pay interest and Special Interest semi-annually in
arrears on April 1 and October 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest


                                      A2-2
<PAGE>

has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be April 1, 2002. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

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

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

      4. INDENTURE. The Company issued the Notes under an Indenture dated as of
July 30, 2001 ("Indenture") between the Company, the Guarantors thereto and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Company shall be entitled, subject to its compliance with
Section 4.09 of the Indenture, to issue additional Notes pursuant to Section
2.14 of the Indenture.

      5. OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5,
the Company shall not have the option to redeem the Notes prior to October 1,
2006. Thereafter, the Company shall have the option to redeem all or part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Special Interest thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on October 1 of the years indicated below:

      Year                                                     Percentage
      ----                                                     ----------
      2006..................................................     104.563%
      2007..................................................     103.042%


                                      A2-3
<PAGE>

      Year                                                     Percentage
      ----                                                     ----------
      2008..................................................     101.521%
      2009 and thereafter...................................     100.000%

      (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time, after the hereof, on or prior to October 1, 2004, the Company
may on any more or more occasions redeem up to 35% of the aggregate principal
amount of the Notes (which includes Additional Notes) issued under the Indenture
at a redemption price equal to 109.125% of the aggregate principal amount
thereof, plus accrued and unpaid interest and Special Interest thereon, if any,
to the redemption date with the net cash proceeds of one or more Public Equity
Offerings provided that:

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

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

      (c) At any time prior to October 1, 2006, all or part of the Notes may
also be redeemed at the option of the Company, upon not less than 30 nor more
than 60 days prior notice mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of, and accrued and unpaid interest and Special
Interest thereon, if any, to the Redemption Date.

      6. MANDATORY REDEMPTION.

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

      7. REPURCHASE AT OPTION OF HOLDER.

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

      (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $25 million, the Company shall commence an offer to all Holders of Notes
(as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase
the maximum principal amount of Notes (including any Additional Notes) that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary)
may use such deficiency for general corporate purposes. If the aggregate
principal amount of Notes surrendered by Holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro
rata basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the


                                      A2-4
<PAGE>

Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

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

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

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

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

      12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on, or Special Interest, if any, with
respect to, the Notes, whether or not prohibited by Article 10 of the Indenture;
(ii) default in payment when due of principal of, or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, whether or not
prohibited by Article 10 of the Indenture; (iii) failure by the Company to
comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of
its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of
the Indenture for a period of 30 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate


                                      A2-5
<PAGE>

principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class; (v) failure by the Company or any of its
Restricted Subsidiaries for 60 days after notice to the Company by the Trustee
or the Holders of at least 25% in principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class to observe
or perform any other covenant or other agreement in the Indenture; (vi) default
under certain other agreements relating to Indebtedness of the Company or any of
its Restricted Subsidiaries that are Significant Subsidiaries, which default is
caused by a failure to pay principal at its stated final maturity (after giving
effect to any applicable grace period provided in such Indebtedness) (a "Payment
Default") or results in the acceleration of such Indebtedness prior to its
express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $25.0 million or more; (vii) certain final judgments
for the payment of money that remain not paid, discharged or stayed for a period
of 60 days, provided that the aggregate of all such not paid, discharged or
stayed judgments exceeds $25.0 million; (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Restricted Subsidiaries
that are Significant Subsidiaries as specified in clauses (h) and (i) of Section
6.01 of the Indenture; and (ix) except as permitted by the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor or any Person acting on its behalf shall deny or
disaffirm its obligations under such Guarantor's Subsidiary Guarantee. If any
Event of Default (other than an Event of Default specified in clause (h) or (i)
of Section 6.01 of the Indenture with respect to the Company or any of its
Restricted Subsidiaries that are Significant Subsidiaries) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration the Notes shall become due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency as specified in clauses
(h) and (i) of Section 6.01 of the Indenture with respect to the Company or any
of its Restricted Subsidiaries that are Significant Subsidiaries, all
outstanding Notes will become due and payable immediately without further action
or notice. Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal of, premium, if any, or interest on any
Note) if and so long as a committee of its Responsible Officers in good faith
determines that withholding notice is in the interests of the Holders of the
Notes. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default and its consequences under the Indenture
except a continuing Default in the payment of principal of, Special Interest, if
any, or interest on, the Notes (other than non-payment of principal of or
interest on or Special Interest, if any, on the Notes that become due solely
because of the acceleration of the Notes) (provided that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration). The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture.

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

      14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their


                                      A2-6
<PAGE>

creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

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

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

      17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Exchange Registration Rights
Agreement dated as of July 30, 2001, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

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

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

Airgas, Inc.
259 North Radnor-Chester Road,
Suite 100
Radnor, PA  19087-5283
Attention:  Corporate Secretary


                                      A2-7
<PAGE>

                                ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:________________

                 Your Signature: _______________________________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: __________________________

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


                                      A2-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                  |_| Section 4.10              |_| Section 4.15

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

                                $_______________

Date: _______________

                                        Your Signature: ________________________
                                        (Sign exactly as your name appears on
                                         the face of this Note)

                                        Tax Identification No.: ________________

Signature Guarantee*: _________________________

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


                                      A2-9
<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

<TABLE>
<CAPTION>
                                                                     Principal Amount
                   Amount of decrease in   Amount of increase in    of this Global Note     Signature of authorized
                     Principal Amount         Principal Amount        following such         officer of Trustee or
Date of Exchange    of this Global Note     of this Global Note    decrease (or increase)        Note Custodian
----------------    -------------------     -------------------    ----------------------        --------------
<S>                 <C>                     <C>                    <C>                           <C>
</TABLE>


                                     A2-10
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Airgas, Inc.
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283

[Registrar address block]

      Re: 9.125% Senior Subordinated Notes due 2011

      Reference is hereby made to the Indenture, dated as of [Closing Date] (the
"Indenture"), between Airgas, Inc., as issuer (the "Company"), the subsidiary
guarantors listed on Schedule I to the Indenture, and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

      2. |_| Check if Transferee will take delivery of a beneficial interest in
[the Temporary Regulation S Global Note,](903(c)(3)) the Regulation S Global
Note or a Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred


                                      B-1
<PAGE>

beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.

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

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

                                       or

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

                                       or

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

                                       or

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

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

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


                                      B-2
<PAGE>

Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

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

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

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


                                        ________________________________________
                                              [Insert Name of Transferor]


                                        By:_____________________________________
                                         Name:
                                         Title:

      Dated: _______________________


                                       B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

            (a)   |_| a beneficial interest in the:

                  (i)   |_| 144A Global Note (CUSIP _________), or

                  (ii)  |_| Regulation S Global Note (CUSIP _________), or

            (b)   |_| a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

            (a)   |_| a beneficial interest in the:

                  (i)   |_| 144A Global Note (CUSIP _________), or

                  (ii)  |_| Regulation S Global Note (CUSIP _________), or

                  (iii) |_| Unrestricted Global Note (CUSIP _________); or

            (b)   |_| a Restricted Definitive Note; or

            (c)   |_| an Unrestricted Definitive Note,

            in accordance with the terms of the Indenture.


                                      B-4
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Airgas, Inc.
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283

[Registrar address block]

      Re: 9.125% Senior Subordinated Notes due 2011

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of [Closing Date] (the
"Indenture"), between Airgas, Inc., as issuer (the "Company"), the subsidiary
guarantors listed on Schedule I to the Indenture, and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

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

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

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

      (c) |_| Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in


                                      C-1
<PAGE>

compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

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

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

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

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

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


                                        ________________________________________
                                              [Insert Name of Transferor]


                                        By:_____________________________________
                                         Name:
                                         Title:

      Dated: _______________________


                                      C-2
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Airgas, Inc.
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283

[Registrar address block]

      Re: 9.125% Senior Subordinated Notes due 2011

      Reference is hereby made to the Indenture, dated as of July 30, 2001 (the
"Indenture"), between Airgas, Inc., as issuer (the "Company"), the subsidiary
guarantors listed on Schedule I to the Indenture, and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

      (a) |_| a beneficial interest in a Global Note, or

      (b) |_| a Definitive Note,

      we confirm that:

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

      2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

      3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies


                                      D-1
<PAGE>

with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.

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

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

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


                                        ________________________________________
                                          [Insert Name of Accredited Investor]


                                        By:_____________________________________
                                         Name:
                                         Title:

      Dated: _______________________


                                      D-2
<PAGE>

                                                                       EXHIBIT E

                         [FORM OF SUBSIDIARY GUARANTEE]

      For value received, the Guarantors (which term includes any successor
Persons under the Indenture) have, jointly and severally, guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the Indenture
dated as of July 30, 2001 (the "Indenture") among Airgas, Inc., the Guarantors
listed on Schedule I thereto and The Bank of New York, as trustee (the
"Trustee"), (a) that the principal of and interest on the Notes (as defined in
the Indenture) will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee under the Indenture or the Notes will be
promptly paid in full or performed, all in accordance with the terms of the
Indenture and the Notes and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided that the Indebtedness evidenced by this
Subsidiary Guarantee shall cease to be so subordinated and subject in right of
payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

                                        [NAME OF GUARANTOR(S)]


                                        By:_____________________________________
                                        Name:
                                        Title:


                                      E-1
<PAGE>

                                                                       EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

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

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of July 30, 2001 providing for the
issuance of 9.125% Senior Subordinated Notes due 2011 (the "Notes");

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

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

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

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

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

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

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

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


                                      F-1
<PAGE>

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

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

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

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

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

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

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

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

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


                                      F-2
<PAGE>

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

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

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

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

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

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

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

      5. RELEASES.

            (a) In the event of a sale or other disposition of all of the assets
      of any Guarantor, by way of merger, consolidation or otherwise, or a sale
      or other disposition of all to the capital stock of any Guarantor, in each
      case to a Person that is not (either before or after giving effect to such
      transaction) a Restricted Subsidiary of the Company, then such Guarantor
      (in the event of a sale or other disposition, by way of merger,
      consolidation or otherwise, of all of the capital stock of such Guarantor)
      or the corporation acquiring the property (in the event of a sale or other
      disposition of all or substantially all of the assets of such Guarantor)
      will be released and relieved of any obligations under its Subsidiary
      Guarantee; provided that the Net Proceeds of such sale or other
      disposition are applied in accordance with the applicable provisions of
      the Indenture,


                                      F-3
<PAGE>

      including without limitation Section 4.10 of the Indenture. Upon delivery
      by the Company to the Trustee of an Officers' Certificate and an Opinion
      of Counsel to the effect that such sale or other disposition was made by
      the Company in accordance with the provisions of the Indenture, including
      without limitation Section 4.10 of the Indenture, the Trustee shall
      execute any documents reasonably required in order to evidence the release
      of any Guarantor from its obligations under its Note Guarantee.

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

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

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

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

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

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


                                      F-4
<PAGE>

                                                                       EXHIBIT F

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

                                   SIGNATURES

Dated as of _______, 200_

                                      AIRGAS, INC.

                                      By: ____________________________________
                                          Name:
                                          Title:


                                      EACH GUARANTOR LISTED ON SCHEDULE I HERETO

                                      By: ____________________________________
                                          Name:
                                          Title:


                                      THE BANK OF NEW YORK

                                      By: ____________________________________
                                          Name:
                                          Title:
<PAGE>

                                   Schedule I

                             SCHEDULE OF GUARANTORS

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

Airgas Carbonic, Inc.

Airgas Data, LLC

Airgas Direct Industrial Vessel, LLC

Airgas-East, Inc. (formerly Airgas- Northeast, Inc.)

Airgas-Great Lakes, Inc (formerly Airgas-Michigan, Inc.)

Airgas-Gulf States, Inc.

Airgas-Intermountain, Inc.

Airgas- Mid America, Inc.

Airgas-Mid South, Inc.

Airgas-NorPac, Inc.

Airgas-North Central, Inc.

Airgas-Northern California & Nevada, Inc.

Airgas Realty, Inc.

Airgas-Safety, Inc.

Airgas-South, Inc.

Airgas-Southwest, Inc.

Airgas Specialty Gases, Inc.

Airgas-West, Inc.

ATNL, Inc.

Cylinder Leasing Corp.

Nitrous Oxide Corp.

Puritan Medical Products, Inc.

Red-D-Arc, Inc.

Rutland Tool & Supply Co., Inc.


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