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                                                                     Exhibit 4.8

                                                                  EXECUTION COPY

                                  Airgas, Inc.

                    9.125% Senior Subordinated Notes due 2011

                      unconditionally guaranteed as to the
 payment of principal, premium, if any, and interest by the Guarantors named in
                               Schedule I hereto

                                   ----------

                   Exchange and Registration Rights Agreement

                                                       July 30, 2001

Goldman, Sachs & Co.
Banc of America Securities LLC
Fleet Securities, Inc.
BNY Capital Markets, Inc.
CIBC World Markets Corp.
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

      Airgas, Inc., a Delaware corporation (the "Company"), proposes to issue
and sell to the Purchasers (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) its 9.125% Senior Subordinated Notes due
2011, which are guaranteed by the Guarantors named in Schedule I hereto. As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

      1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

            "Base Interest" shall mean the interest that would otherwise accrue
      on the Securities under the terms thereof and the Indenture, without
      giving effect to the provisions of this Agreement.

            The term "broker-dealer" shall mean any broker or dealer registered
      with the Commission under the Exchange Act.
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            "Closing Date" shall mean the date on which the Securities are
      initially issued pursuant to the Purchase Agreement.

            "Commission" shall mean the United States Securities and Exchange
      Commission, or any other federal agency at the time administering the
      Exchange Act or the Securities Act, whichever is the relevant statute for
      the particular purpose.

            "Effective Time," in the case of (i) an Exchange Registration, shall
      mean the time and date as of which the Commission declares the Exchange
      Registration Statement effective or as of which the Exchange Registration
      Statement otherwise becomes effective and (ii) a Shelf Registration, shall
      mean the time and date as of which the Commission declares the Shelf
      Registration Statement effective or as of which the Shelf Registration
      Statement otherwise becomes effective.

            "Electing Holder" shall mean any holder of Registrable Securities
      that has returned a completed and signed Notice and Questionnaire to the
      Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, or
      any successor thereto, as the same shall be amended from time to time.

            "Exchange Offer" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Exchange Registration" shall have the meaning assigned thereto in
      Section 3(c) hereof.

            "Exchange Registration Statement" shall have the meaning assigned
      thereto in Section 2(a) hereof.

            "Exchange Securities" shall have the meaning assigned thereto in
      Section 2(a) hereof.

            "Guarantors" shall have the meaning assigned thereto in the
      Indenture.

            The term "holder" shall mean each of the Purchasers and other
      persons who acquire Registrable Securities from time to time (including
      any successors or assigns), in each case for so long as such person owns
      any Registrable Securities.

            "Indenture" shall mean the Indenture, dated as of July 30, 2001,
      among the Company, each of the Guarantors and The Bank of New York, as
      Trustee, as the same shall be amended from time to time.

            "Notice and Questionnaire" means a Notice of Registration Statement
      and Selling Securityholder Questionnaire substantially in the form of
      Exhibit A hereto.

            The term "person" shall mean a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or governmental agency.

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
      July 25, 2001, between the Purchasers and the Company relating to the
      Securities.

            "Purchasers" shall mean the Purchasers named in Schedule I to the
      Purchase Agreement.


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            "Registrable Securities" shall mean the Securities; provided,
      however, that a Security shall cease to be a Registrable Security when (i)
      in the circumstances contemplated by Section 2(a) hereof, the Security has
      been exchanged for an Exchange Security in an Exchange Offer as
      contemplated in Section 2(a) hereof (provided that any Exchange Security
      that, pursuant to the last two sentences of Section 2(a), is included in a
      prospectus for use in connection with resales by broker-dealers shall be
      deemed to be a Registrable Security with respect to Sections 5, 6 and 9
      until resale of such Registrable Security has been effected within the
      90-day period referred to in Section 2(a)); (ii) in the circumstances
      contemplated by Section 2(b) hereof, a Shelf Registration Statement
      registering such Security under the Securities Act has been declared or
      becomes effective and such Security has been sold or otherwise transferred
      by the holder thereof pursuant to and in a manner contemplated by such
      effective Shelf Registration Statement; (iii) such Security is sold
      pursuant to Rule 144 (or any successor provision) under circumstances in
      which any legend borne by such Security relating to restrictions on
      transferability thereof, under the Securities Act or otherwise, is removed
      by the Company or pursuant to the Indenture; (iv) such Security is
      eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such
      Security shall cease to be outstanding.

            "Registration Default" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Registration Expenses" shall have the meaning assigned thereto in
      Section 4 hereof.

            "Resale Period" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Restricted Holder" shall mean (i) a holder that is an affiliate of
      the Company within the meaning of Rule 405, (ii) a holder who acquires
      Exchange Securities outside the ordinary course of such holder's business,
      (iii) a holder who has arrangements or understandings with any person to
      participate in the Exchange Offer for the purpose of a distribution
      (within the meaning of the Securities Act) of the Exchange Securities and
      (iv) a holder that is a broker-dealer, but only with respect to Exchange
      Securities received by such broker-dealer pursuant to an Exchange Offer in
      exchange for Registrable Securities acquired by the broker-dealer directly
      from the Company.

            "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
      rule promulgated under the Securities Act (or any successor provision), as
      the same shall be amended from time to time.

            "Securities" shall mean, collectively, the [ ]% Senior Subordinated
      Notes due 2011 of the Company to be issued and sold to the Purchasers, and
      securities issued in exchange therefor or in lieu thereof pursuant to the
      Indenture. Each Security is entitled to the benefit of the guarantees
      provided for in the Indenture (the "Guarantees") and, unless the context
      otherwise requires, any reference herein to a "Security," and "Exchange
      Security" or a "Registrable Security" shall include a reference to the
      related Guarantees.

            "Securities Act" shall mean the Securities Act of 1933, or any
      successor thereto, as the same shall be amended from time to time.

            "Shelf Registration" shall have the meaning assigned thereto in
      Section 2(b) hereof.

            "Shelf Registration Statement" shall have the meaning assigned
      thereto in Section 2(b) hereof.


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            "Special Interest" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
      any successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

      Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

      2. Registration Under the Securities Act.

            (a) Except as set forth in Section 2(b) below, the Company agrees to
      file under the Securities Act, as soon as practicable, but no later than
      90 days after the Closing Date, a registration statement relating to an
      offer to exchange (such registration statement, the "Exchange Registration
      Statement", and such offer, the "Exchange Offer") any and all of the
      Securities for a like aggregate principal amount of debt securities issued
      by the Company and guaranteed by each of the Guarantors, which debt
      securities and guarantees are substantially identical to the Securities
      and the Guarantees, respectively (and are entitled to the benefits of a
      trust indenture which is substantially identical to the Indenture or is
      the Indenture and which has been qualified under the Trust Indenture Act),
      except that they have been registered pursuant to an effective
      registration statement under the Securities Act and do not contain
      provisions for the additional interest contemplated in Section 2(c) below
      (such new debt securities hereinafter called "Exchange Securities"). The
      Company agrees to use its reasonable best efforts to cause the Exchange
      Registration Statement to become effective under the Securities Act as
      soon as practicable, but no later than 180 days after the Closing Date.
      The Exchange Offer will be registered under the Securities Act on the
      appropriate form and will comply with all applicable tender offer rules
      and regulations under the Exchange Act. The Company further agrees to use
      its reasonable best efforts to commence and complete the Exchange Offer
      promptly, but no later than 30 business days after such registration
      statement has become effective, hold the Exchange Offer open for at least
      20 business days and exchange Exchange Securities for all Registrable
      Securities that have been properly tendered and not withdrawn on or prior
      to the expiration of the Exchange Offer. The Exchange Offer will be deemed
      to have been "completed" only if the debt securities received by holders
      other than Restricted Holders in the Exchange Offer for Registrable
      Securities are, upon receipt, transferable by each such holder without
      need for further compliance with Section 5 of the Securities Act (except
      for the requirement to deliver a prospectus included in the Exchange
      Registration Statement applicable to resales by broker-dealers of Exchange
      Securities received by such broker-dealer pursuant to an Exchange Offer in
      exchange for Registrable Securities other than those acquired by the
      broker-dealer directly from the Company) and without material restrictions
      under the blue sky or securities laws of a substantial majority of the
      States of the United States of America. The Exchange Offer shall be deemed
      to have been completed upon the earlier to occur of (i) the Company having
      exchanged the Exchange Securities for all outstanding Registrable
      Securities pursuant to the Exchange Offer and (ii) the Company having
      exchanged, pursuant to the Exchange Offer, Exchange Securities for all
      Registrable Securities that have been properly tendered and not withdrawn
      before the expiration of the Exchange Offer, which shall be on a date that
      is at least 30 days following the commencement of the


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      Exchange Offer. The Company agrees (x) to include in the Exchange
      Registration Statement a prospectus for use in any resales by any holder
      of Exchange Securities that is a broker-dealer (where such Exchange
      Security was received by a broker-dealer in an Exchange Offer in exchange
      for a Registrable Security that was acquired by such broker-dealer for its
      own account as a result of market-making or other trading activities, so
      long as such Registrable Security was not acquired directly from the
      Company or an affiliate of the Company) and (y) to keep such Exchange
      Registration Statement effective for a period (the "Resale Period")
      beginning when Exchange Securities are first issued in the Exchange Offer
      and ending upon the earlier of the expiration of the 120th day after the
      Exchange Offer has been completed or such time as such broker-dealers no
      longer own any Registrable Securities. With respect to such Exchange
      Registration Statement, such holders shall have the benefit of the rights
      of indemnification and contribution set forth in Sections 6(a), (c), (d)
      and (e) hereof.

            (b) If (i) on or prior to the time the Exchange Offer is completed
      existing Commission interpretations are changed such that the debt
      securities or the related guarantees received by holders other than
      Restricted Holders in the Exchange Offer for Registrable Securities are
      not or would not be, upon receipt, transferable by each such holder
      without need for further compliance with Section 5 of the Securities Act
      (except for the requirement to deliver a prospectus included in the
      Exchange Registration Statement applicable to resales by broker-dealers of
      Exchange Securities received by such broker-dealer pursuant to an Exchange
      Offer in exchange for Registrable Securities that were acquired by such
      broker-dealer for its own account as a result of market-making or other
      trading activities, so long as such Registrable Security was not acquired
      directly from the Company or an affiliate of the Company), (ii) the
      Exchange Offer has not been completed within 225 days following the
      Closing Date or (iii) the Exchange Offer is not available to any holder of
      the Securities and such holder notifies the Company in writing prior to
      the 255th day following the Closing Date that: (A) it is prohibited by law
      or Commission policy from participating in the Exchange Offer; or (B) that
      it may not resell the Exchange Securities acquired by it in the Exchange
      Offer to the public without delivering a prospectus and the prospectus
      contained in the Exchange Registration Statement is not appropriate or
      available for such resales; or (C) that it is a broker-dealer and owns
      Registrable Securities acquired directly from the Company or an affiliate
      of the Company (an "Electing Holder"), the Company shall, in lieu of (or,
      in the case of clause (iii), in addition to) conducting the Exchange Offer
      contemplated by Section 2(a), file under the Securities Act as soon as
      practicable, but no later than the later of 60 days after the time such
      obligation to file arises or such later date on which the Exchange
      Registration Statement would have been required to be filed, a "shelf"
      registration statement providing for the registration of, and the sale on
      a continuous or delayed basis by the holders of, all of the Registrable
      Securities, pursuant to Rule 415 or any similar rule that may be adopted
      by the Commission (such filing, the "Shelf Registration" and such
      registration statement, the "Shelf Registration Statement"). The Company
      agrees to use its reasonable best efforts (x) to cause the Shelf
      Registration Statement to become or be declared effective no later than
      120 days after such Shelf Registration Statement is filed or such later
      date on which the Exchange Registration Statement would have been required
      to be declared effective and to keep such Shelf Registration Statement
      continuously effective for a period ending on the earlier of the second
      anniversary of the Effective Time or such time as there are no longer any
      Registrable Securities outstanding, provided, however, that no holder
      shall be entitled to be named as a selling securityholder in the Shelf
      Registration Statement or to use the prospectus forming a part thereof for
      resales of Registrable Securities unless such holder is an Electing Holder
      who agrees to be bound by all of the provisions of this Agreement
      applicable to such holder, and (y) after the Effective Time of


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      the Shelf Registration Statement, promptly upon the request of any holder
      of Registrable Securities that is not then an Electing Holder, to take any
      action reasonably necessary to enable such holder to use the prospectus
      forming a part thereof for resales of Registrable Securities, including,
      without limitation, any action reasonably necessary to identify such
      holder as a selling securityholder in the Shelf Registration Statement,
      provided, however, that nothing in this Clause (y) shall relieve any such
      holder of the obligation to return a completed and signed Notice and
      Questionnaire to the Company in accordance with Section 3(d)(iii) hereof.
      The Company further agrees to supplement or make amendments to the Shelf
      Registration Statement, as and when required by the rules, regulations or
      instructions applicable to the registration form used by the Company for
      such Shelf Registration Statement or by the Securities Act or rules and
      regulations thereunder for shelf registration, and the Company agrees to
      furnish to each Electing Holder copies of any such supplement or amendment
      prior to its being used or promptly following its filing with the
      Commission.

            (c) In the event that (i) the Company has not filed the Exchange
      Registration Statement or Shelf Registration Statement on or before the
      date on which such registration statement is required to be filed pursuant
      to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
      Statement or Shelf Registration Statement has not become effective or been
      declared effective by the Commission on or before the date on which such
      registration statement is required to become or be declared effective
      pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange
      Offer has not been completed within 30 business days after the initial
      effective date of the Exchange Registration Statement relating to the
      Exchange Offer (if the Exchange Offer is then required to be made) or (iv)
      any Exchange Registration Statement or Shelf Registration Statement
      required by Section 2(a) or 2(b) hereof is filed and declared effective
      but shall thereafter, prior to the time such Exchange Registration
      Statement or Shelf Registration Statement is no longer required to be
      effective pursuant to Section 2(a) or 2(b), either be withdrawn by the
      Company or shall become subject to an effective stop order issued pursuant
      to Section 8(d) of the Securities Act suspending the effectiveness of such
      registration statement (except as specifically permitted herein) without
      being succeeded immediately by an additional registration statement filed
      and declared effective (each such event referred to in clauses (i) through
      (iv), a "Registration Default" and each period during which a Registration
      Default has occurred and is continuing, a "Registration Default Period"),
      then, as liquidated damages for such Registration Default, subject to the
      provisions of Section 9(b), special interest ("Special Interest"), in
      addition to the Base Interest, shall accrue at a per annum rate of 0.25%
      for the first 90 days of the Registration Default Period. The amount of
      Special Interest shall increase by an additional 0.25% per annum of the
      principal amount of the Securities with respect to each subsequent 90-day
      period until all Registration Defaults have been cured, up to a maximum
      amount of 1.0% per annum of the principal amount of the Securities.

            (d) The Company shall take, and shall cause the Guarantors to take,
      all actions reasonably necessary or advisable to be taken by it to ensure
      that the transactions contemplated herein are effected as so contemplated,
      including all actions reasonably necessary or desirable to register the
      Guarantees under the registration statement contemplated in Section 2(a)
      or 2(b) hereof, as applicable.

            (e) Any reference herein to a registration statement as of any time
      shall be deemed to include any document incorporated, or deemed to be
      incorporated, therein by reference as of such time and any reference
      herein to any post-effective amendment to a registration


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      statement as of any time shall be deemed to include any document
      incorporated, or deemed to be incorporated, therein by reference as of
      such time.

      3. Registration Procedures.

            If the Company files a registration statement pursuant to Section
2(a) or Section 2(b), the following provisions shall apply:

            (a) At or before the Effective Time of the Exchange Offer or the
      Shelf Registration, as the case may be, the Company shall qualify the
      Indenture under the Trust Indenture Act of 1939, as amended (the "Trust
      Indenture Act").

            (b) In the event that such qualification would require the
      appointment of a new trustee under the Indenture, the Company shall
      appoint a new trustee thereunder pursuant to the applicable provisions of
      the Indenture.

            (c) In connection with the Company's obligations with respect to the
      registration of Exchange Securities as contemplated by Section 2(a) (the
      "Exchange Registration"), if applicable, the Company shall, as soon as
      practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
            practicable but no later than 90 days after the Closing Date, an
            Exchange Registration Statement on any form which may be utilized by
            the Company and which shall permit the Exchange Offer and resales of
            Exchange Securities by broker-dealers during the Resale Period to be
            effected as contemplated by Section 2(a), and use its reasonable
            best efforts to cause such Exchange Registration Statement to become
            effective as soon as practicable thereafter, but no later than 180
            days after the Closing Date;

                  (ii) as soon as practicable prepare and file with the
            Commission such amendments and supplements to such Exchange
            Registration Statement and the prospectus included therein as may be
            reasonably necessary to effect and maintain the effectiveness of
            such Exchange Registration Statement for the periods and purposes
            contemplated in Section 2(a) hereof and as may be required by the
            applicable rules and regulations of the Commission and the
            instructions applicable to the form of such Exchange Registration
            Statement, and promptly provide each broker-dealer holding Exchange
            Securities with such reasonable number of copies of the prospectus
            included therein (as then amended or supplemented), in conformity in
            all material respects with the requirements of the Securities Act
            and the Trust Indenture Act and the rules and regulations of the
            Commission thereunder, as such broker-dealer reasonably may request,
            in a timely manner, prior to the expiration of the Resale Period,
            for use in connection with resales of Exchange Securities;

                  (iii) promptly notify each broker-dealer that has requested or
            received copies of the prospectus included in such registration
            statement, and confirm such advice in writing, (A) when such
            Exchange Registration Statement or the prospectus included therein
            or any prospectus amendment or supplement or post-effective
            amendment has been filed with the Commission, and, with respect to
            such Exchange Registration Statement or any post-effective
            amendment, when the same has become effective, (B) of any comments
            by the Commission and by the Blue Sky or securities commissioner or
            regulator of any state with respect thereto or any request by the
            Commission for amendments or supplements to such Exchange
            Registration


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            Statement or prospectus or for additional information, (C) of the
            receipt by the Company of any notification with respect to the
            suspension of the qualification of the Exchange Securities for sale
            in any jurisdiction or the initiation or threatening of any
            proceeding for such purpose, (D) if at any time the representations
            and warranties of the Company contemplated by Section 5 cease to be
            true and correct in all material respects, (E) of the receipt by the
            Company of any notification with respect to the suspension of the
            qualification of the Exchange Securities for sale in any
            jurisdiction or the initiation or threatening of any proceeding for
            such purpose, or (F) at any time during the Resale Period when a
            prospectus is required to be delivered under the Securities Act,
            that such Exchange Registration Statement, prospectus, prospectus
            amendment or supplement or post-effective amendment does not conform
            in all material respects to the applicable requirements of the
            Securities Act and the Trust Indenture Act and the rules and
            regulations of the Commission thereunder or contains an untrue
            statement of a material fact or omits to state any material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;

                  (iv) in the event that the Company would be required, pursuant
            to Section 3(c)(iii)(F) above, to notify any broker-dealers holding
            Exchange Securities, without delay prepare and furnish to each such
            holder a reasonable number of copies of a prospectus supplemented or
            amended so that, as thereafter delivered to purchasers of such
            Exchange Securities during the Resale Period, such prospectus shall
            conform in all material respects to the applicable requirements of
            the Securities Act and the Trust Indenture Act and the rules and
            regulations of the Commission thereunder and shall not contain an
            untrue statement of a material fact or omit to state a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;

                  (v) use its reasonable best efforts to obtain the withdrawal
            of any order suspending the effectiveness of such Exchange
            Registration Statement or any post-effective amendment thereto at
            the earliest practicable date;

                  (vi) use its reasonable best efforts to (A) register or
            qualify the Exchange Securities under the securities laws or blue
            sky laws of such jurisdictions as are contemplated by Section 2(a)
            no later than the commencement of the Exchange Offer, (B) keep such
            registrations or qualifications in effect and comply with such laws
            so as to permit the continuance of offers, sales and dealings
            therein in such jurisdictions until the expiration of the Resale
            Period and (C) take any and all other actions as may be reasonably
            necessary or advisable to enable each broker-dealer holding Exchange
            Securities to consummate the disposition thereof in such
            jurisdictions; provided, however, that the none of the Company or
            the Guarantors shall be required for any such purpose to (1) qualify
            as a foreign corporation in any jurisdiction wherein it would not
            otherwise be required to qualify but for the requirements of this
            Section 3(c)(vi), (2) be subject to general service of process or to
            taxation in any such jurisdiction or (3) make any changes to its
            certificate of incorporation or by-laws or any agreement between it
            and its stockholders;

                  (vii) use its reasonable best efforts to obtain the consent or
            approval of each governmental agency or authority, whether federal,
            state or local, which may be reasonably required to effect the
            Exchange Registration, the Exchange Offer and


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            the offering and sale of Exchange Securities by broker-dealers
            during the Resale Period;

                  (viii) provide a CUSIP number for all Exchange Securities, not
            later than the applicable Effective Time;

                  (ix) comply with all applicable rules and regulations of the
            Commission, and make generally available to its securityholders as
            soon as practicable but no later than eighteen months after the
            effective date of such Exchange Registration Statement, an earnings
            statement of the Company and its subsidiaries complying with Section
            11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

            (d) In connection with the Company's obligations with respect to the
      Shelf Registration, if applicable, the Company shall, as soon as
      practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
            practicable but in any case within the time periods specified in
            Section 2(b), a Shelf Registration Statement on any form which may
            be utilized by the Company and which shall register all of the
            Registrable Securities for resale by the holders thereof in
            accordance with such method or methods of disposition as may be
            specified by such of the holders as, from time to time, may be
            Electing Holders and use its reasonable best efforts to cause such
            Shelf Registration Statement to become effective as soon as
            practicable but in any case within the time periods specified in
            Section 2(b);

                  (ii) not less than 30 calendar days prior to the Effective
            Time of the Shelf Registration Statement, mail the Notice and
            Questionnaire to the holders of Registrable Securities; no holder
            shall be entitled to be named as a selling securityholder in the
            Shelf Registration Statement as of the Effective Time, and no holder
            shall be entitled to use the prospectus forming a part thereof for
            resales of Registrable Securities at any time, unless such holder
            has returned a completed and signed Notice and Questionnaire to the
            Company by the deadline for response set forth therein; provided,
            however, holders of Registrable Securities shall have at least 28
            calendar days from the date on which the Notice and Questionnaire is
            first mailed to such holders to return a completed and signed Notice
            and Questionnaire to the Company;

                  (iii) after the Effective Time of the Shelf Registration
            Statement, upon the request of any holder of Registrable Securities
            that is not then an Electing Holder, promptly send a Notice and
            Questionnaire to such holder; provided that the Company shall not be
            required to take any action to name such holder as a selling
            securityholder in the Shelf Registration Statement or to enable such
            holder to use the prospectus forming a part thereof for resales of
            Registrable Securities until such holder has returned a completed
            and signed Notice and Questionnaire to the Company;

                  (iv) as soon as practicable prepare and file with the
            Commission such amendments and supplements to such Shelf
            Registration Statement and the prospectus included therein as may be
            reasonably necessary to effect and maintain the effectiveness of
            such Shelf Registration Statement for the period specified in
            Section 2(b) hereof and as may be required by the applicable rules
            and regulations of the Commission and the instructions applicable to
            the form of such Shelf


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            Registration Statement, and furnish to each of the Electing Holders
            such copies as each Electing Holder may reasonably request of any
            such supplement or amendment simultaneously with or prior to its
            being used or filed with the Commission;

                  (v) comply with the provisions of the Securities Act with
            respect to the disposition of all of the Registrable Securities
            covered by such Shelf Registration Statement in accordance with the
            intended methods of disposition by the Electing Holders provided for
            in such Shelf Registration Statement;

                  (vi) provide (A) the Electing Holders, (B) the underwriters
            (which term, for purposes of this Exchange and Registration Rights
            Agreement, shall include a person deemed to be an underwriter within
            the meaning of Section 2(a)(11) of the Securities Act), if any,
            thereof, (C) any sales or placement agent therefor, (D) counsel for
            any such underwriter or agent and (E) not more than one counsel for
            all the Electing Holders the opportunity to participate in the
            preparation of such Shelf Registration Statement, each prospectus
            included therein or filed with the Commission and each amendment or
            supplement thereto;

                  (vii) for a reasonable period prior to the filing of such
            Shelf Registration Statement, and throughout the period specified in
            Section 2(b), make available at reasonable times at the Company's
            principal place of business or such other reasonable place for
            inspection by the persons referred to in Section 3(d)(vi) who shall
            certify to the Company that they have a current intention to sell
            the Registrable Securities pursuant to the Shelf Registration such
            financial and other information and books and records of the
            Company, and cause the officers, employees, counsel and independent
            certified public accountants of the Company to respond to such
            inquiries, as shall be reasonably necessary, in the judgment of the
            respective counsel referred to in such Section, to conduct a
            reasonable investigation within the meaning of Section 11 of the
            Securities Act; provided, however, that the foregoing inspection and
            information gathering shall be coordinated on behalf of the
            Purchasers by you and on behalf of the other parties, by one counsel
            designated by and on behalf of such other parties as described in
            Section 4 hereof; provided, further, however, that each such party
            shall be required to maintain in confidence and not to disclose to
            any other person any information or records reasonably designated by
            the Company as being confidential, until such time as (A) such
            information becomes a matter of public record (whether by virtue of
            its inclusion in such registration statement or otherwise), or (B)
            such person shall be required so to disclose such information
            pursuant to a subpoena or order of any court or other governmental
            agency or body having jurisdiction over the matter (subject to the
            requirements of such order, and only after such person shall have
            given the Company prompt prior written notice of such requirement),
            or (C) such information is required to be set forth in such Shelf
            Registration Statement or the prospectus included therein or in an
            amendment to such Shelf Registration Statement or an amendment or
            supplement to such prospectus in order that such Shelf Registration
            Statement, prospectus, amendment or supplement, as the case may be,
            complies with applicable requirements of the federal securities laws
            and the rules and regulations of the Commission and does not contain
            an untrue statement of a material fact or omit to state therein a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading in light of the circumstances then
            existing;


                                       10
<PAGE>

                  (viii) promptly notify each of the Electing Holders, any sales
            or placement agent therefor and any underwriter thereof (which
            notification may be made through any managing underwriter that is a
            representative of such underwriter for such purpose) and confirm
            such advice in writing, (A) when such Shelf Registration Statement
            or the prospectus included therein or any prospectus amendment or
            supplement or post-effective amendment has been filed with the
            Commission, and, with respect to such Shelf Registration Statement
            or any post-effective amendment, when the same has become effective,
            (B) of any comments by the Commission and by the Blue Sky or
            securities commissioner or regulator of any state with respect
            thereto or any request by the Commission for amendments or
            supplements to such Shelf Registration Statement or prospectus or
            for additional information, (C) of the issuance by the Commission of
            any stop order suspending the effectiveness of such Shelf
            Registration Statement or the initiation or threatening of any
            proceedings for that purpose, (D) if at any time the representations
            and warranties of the Company contemplated by Section 3(d)(xvii) or
            Section 5 cease to be true and correct in all material respects, (E)
            of the receipt by the Company of any notification with respect to
            the suspension of the qualification of the Registrable Securities
            for sale in any jurisdiction or the initiation or threatening of any
            proceeding for such purpose, or (F) if at any time when a prospectus
            is required to be delivered under the Securities Act, that such
            Shelf Registration Statement, prospectus, prospectus amendment or
            supplement or post-effective amendment does not conform in all
            material respects to the applicable requirements of the Securities
            Act and the Trust Indenture Act and the rules and regulations of the
            Commission thereunder or contains an untrue statement of a material
            fact or omits to state any material fact required to be stated
            therein or necessary to make the statements therein not misleading
            in light of the circumstances then existing;

                  (ix) use its reasonable best efforts to obtain the withdrawal
            of any order suspending the effectiveness of such registration
            statement Shelf Registration Statement or any post-effective
            amendment thereto at the earliest practicable date;

                  (x) if requested by any managing underwriter or underwriters,
            any placement or sales agent or any Electing Holder, promptly
            incorporate in a prospectus supplement or post-effective amendment
            such information as is required by the applicable rules and
            regulations of the Commission and as such managing underwriter or
            underwriters, such agent or such Electing Holder specifies should be
            included therein relating to the terms of the sale of such
            Registrable Securities, including information with respect to the
            principal amount of Registrable Securities being sold by such
            Electing Holder or agent or to any underwriters, the name and
            description of such Electing Holder, agent or underwriter, the
            offering price of such Registrable Securities and any discount,
            commission or other compensation payable in respect thereof, the
            purchase price being paid therefor by such underwriters and with
            respect to any other terms of the offering of the Registrable
            Securities to be sold by such Electing Holder or agent or to such
            underwriters; and make all required filings of such prospectus
            supplement or post-effective amendment promptly after notification
            of the matters to be incorporated in such prospectus supplement or
            post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
            agent, if any, therefor, each underwriter, if any, thereof and the
            respective counsel referred to in Section 3(d)(vi) a copy of such
            Shelf Registration Statement, each such amendment


                                       11
<PAGE>

            and supplement thereto (in each case including all exhibits thereto
            (in the case of an Electing Holder of Registrable Securities, upon
            written request) and documents incorporated by reference therein)
            and such number of copies of such Shelf Registration Statement
            (excluding exhibits thereto and documents incorporated by reference
            therein unless specifically so requested by such Electing Holder,
            agent or underwriter, as the case may be) and of the prospectus
            included in such Shelf Registration Statement (including each
            preliminary prospectus and any summary prospectus), in conformity in
            all material respects with the applicable requirements of the
            Securities Act and the Trust Indenture Act and the rules and
            regulations of the Commission thereunder, and such other documents,
            as such Electing Holder, agent, if any, and underwriter, if any, may
            reasonably request in order to facilitate the offering and
            disposition of the Registrable Securities owned by such Electing
            Holder, offered or sold by such agent or underwritten by such
            underwriter and to permit such Electing Holder, agent and
            underwriter to satisfy the prospectus delivery requirements of the
            Securities Act; and the Company hereby consents to the use of such
            prospectus (including such preliminary and summary prospectus) and
            any amendment or supplement thereto by each such Electing Holder and
            by any such agent and underwriter, in each case in the form most
            recently provided to such person by the Company, in connection with
            the offering and sale of the Registrable Securities covered by the
            prospectus (including such preliminary and summary prospectus) or
            any supplement or amendment thereto;

                  (xii) use its reasonable best efforts to (A) register or
            qualify the Registrable Securities to be included in such Shelf
            Registration Statement under such securities laws or blue sky laws
            of such jurisdictions as any Electing Holder and each placement or
            sales agent, if any, therefor and underwriter, if any, thereof shall
            reasonably request in writing, (B) keep such registrations or
            qualifications in effect and comply with such laws so as to permit
            the continuance of offers, sales and dealings therein in such
            jurisdictions during the period the Shelf Registration is required
            to remain effective under Section 2(b) above and for so long as may
            be necessary to enable any such Electing Holder, agent or
            underwriter to complete its distribution of Securities pursuant to
            such Shelf Registration Statement and (C) take any and all other
            actions as may be reasonably necessary or advisable to enable each
            such Electing Holder, agent, if any, and underwriter, if any, to
            consummate the disposition in such jurisdictions of such Registrable
            Securities; provided, however, that none of the Company or the
            Guarantors shall be required for any such purpose to (1) qualify as
            a foreign corporation in any jurisdiction wherein it would not
            otherwise be required to qualify but for the requirements of this
            Section 3(d)(xii), (2) consent to be subject to general service of
            process or to taxation in any such jurisdiction or (3) make any
            changes to its certificate of incorporation or by-laws or any
            agreement between it and its stockholders;

                  (xiii) use its reasonable best efforts to obtain the consent
            or approval of each governmental agency or authority, whether
            federal, state or local, which may be required to effect the Shelf
            Registration or the offering or sale in connection therewith or to
            enable the selling holder or holders to offer, or to consummate the
            disposition of, their Registrable Securities;

                  (xiv) unless any Registrable Securities shall be in book-entry
            only form, cooperate with the Electing Holders and the managing
            underwriters, if any, to facilitate the timely preparation and
            delivery of certificates representing Registrable


                                       12
<PAGE>

            Securities to be sold, which certificates, if so required by any
            securities exchange upon which any Registrable Securities are
            listed, shall be penned, lithographed or engraved, or produced by
            any combination of such methods, on steel engraved borders, and
            which certificates shall not bear any restrictive legends; and, in
            the case of an underwritten offering, enable such Registrable
            Securities to be in such denominations and registered in such names
            as the managing underwriters may request at least three business
            days prior to any sale of the Registrable Securities;

                  (xv) provide a CUSIP number for all Registrable Securities,
            not later than the applicable Effective Time;

                  (xvi) enter into such customary agreements, including if
            requested, an underwriting agreement in customary form, and take
            such other actions in connection therewith as any Electing Holders
            aggregating at least 20% in aggregate principal amount of the
            Registrable Securities at the time outstanding shall request in
            order to expedite or facilitate the disposition of such Registrable
            Securities, provided that the Company shall not be required to enter
            into any such agreement more than two times with respect to all the
            Registrable Securities and may delay entering into such agreement
            until the consummation of any underwritten public offering in which
            the Company shall have then engaged;

                  (xvii) whether or not an agreement of the type referred to in
            Section 3(d)(xvi) hereof is entered into and whether or not any
            portion of the offering contemplated by the Shelf Registration is an
            underwritten offering or is made through a placement or sales agent
            or any other entity, (A) make such representations and warranties to
            the Electing Holders and the placement or sales agent, if any,
            therefor and the underwriters, if any, thereof in form, substance
            and scope as are customarily made in connection with an offering of
            debt securities pursuant to any appropriate agreement or to a
            registration statement filed on the form applicable to the Shelf
            Registration; (B) obtain an opinion of counsel to the Company in
            customary form and covering such matters, of the type customarily
            covered by such an opinion, as the managing underwriters, if any, or
            as any Electing Holders of at least 20% in aggregate principal
            amount of the Registrable Securities at the time outstanding may
            reasonably request, addressed to such Electing Holder or Electing
            Holders and the placement or sales agent, if any, therefor and the
            underwriters, if any, thereof and dated the effective date of such
            Shelf Registration Statement (and if such Shelf Registration
            Statement contemplates an underwritten offering of a part or all of
            the Registrable Securities, dated the date of the closing under the
            underwriting agreement relating thereto) (it being agreed that the
            matters to be covered by such opinion shall include the due
            incorporation and good standing of the Company and its subsidiaries;
            the qualification of the Company and its subsidiaries to transact
            business as foreign corporations; the due authorization, execution
            and delivery of the relevant agreement of the type referred to in
            Section 3(d)(xvi) hereof; the due authorization, execution,
            authentication and issuance, and the validity and enforceability, of
            the applicable Registrable Securities; the absence of material legal
            or governmental proceedings involving the Company; the absence of a
            breach by the Company or any of its subsidiaries of, or a default
            under, material agreements binding upon the Company or any
            subsidiary of the Company; the absence of governmental approvals
            required to be obtained in connection with the Shelf Registration,
            the offering and sale of the applicable Registrable Securities or
            any agreement of the type referred to in Section 3(d)(xvi) hereof,
            except such approvals


                                       13
<PAGE>

            as may be required under state securities or blue sky laws; the
            material compliance as to form of such Shelf Registration Statement
            and any documents incorporated by reference therein and of the
            Indenture with the requirements of the Securities Act and the Trust
            Indenture Act and the rules and regulations of the Commission
            thereunder, respectively; and, as of the date of the opinion and as
            of the effective date of the Shelf Registration Statement or most
            recent post-effective amendment thereto, as the case may be, the
            absence from such Shelf Registration Statement and the prospectus
            included therein, as then amended or supplemented, and from the
            documents incorporated by reference therein (in each case other than
            the financial statements and other financial information contained
            therein) of an untrue statement of a material fact or the omission
            to state therein a material fact necessary to make the statements
            therein not misleading (in the case of such documents, in the light
            of the circumstances existing at the time that such documents were
            filed with the Commission under the Exchange Act)); (C) obtain a
            "cold comfort" letter or letters from the independent certified
            public accountants of the Company addressed to the selling Electing
            Holders, the placement or sales agent, if any, therefor or the
            underwriters, if any, thereof, dated (i) the effective date of such
            Shelf Registration Statement and (ii) the effective date of any
            prospectus supplement to the prospectus included in such Shelf
            Registration Statement or post-effective amendment to such Shelf
            Registration Statement which includes unaudited or audited financial
            statements as of a date or for a period subsequent to that of the
            latest such statements included in such prospectus (and, if such
            Shelf Registration Statement contemplates an underwritten offering
            pursuant to any prospectus supplement to the prospectus included in
            such Shelf Registration Statement or post-effective amendment to
            such Shelf Registration Statement which includes unaudited or
            audited financial statements as of a date or for a period subsequent
            to that of the latest such statements included in such prospectus,
            dated the date of the closing under the underwriting agreement
            relating thereto), such letter or letters to be in customary form
            and covering such matters of the type customarily covered by letters
            of such type; (D) deliver such customary documents and certificates,
            including officers' certificates, as may be reasonably requested by
            any Electing Holders of at least 20% in aggregate principal amount
            of the Registrable Securities at the time outstanding or the
            placement or sales agent, if any, therefor and the managing
            underwriters, if any, thereof to evidence the accuracy of the
            representations and warranties made pursuant to clause (A) above or
            those contained in Section 5(a) hereof and the compliance with or
            satisfaction of any agreements or conditions contained in the
            underwriting agreement or other agreement entered into by the
            Company; and (E) undertake such obligations relating to expense
            reimbursement, indemnification and contribution as are provided in
            Section 6 hereof;

                  (xviii) notify in writing each holder of Registrable
            Securities of any proposal by the Company to amend or waive any
            provision of this Exchange and Registration Rights Agreement
            pursuant to Section 9(h) hereof and of any amendment or waiver
            effected pursuant thereto, each of which notices shall contain the
            text of the amendment or waiver proposed or effected, as the case
            may be;

                  (xix) in the event that any broker-dealer registered under the
            Exchange Act shall underwrite any Registrable Securities or
            participate as a member of an underwriting syndicate or selling
            group or "assist in the distribution" (within the meaning of the
            Conduct Rules (the "Conduct Rules") of the National Association of
            Securities Dealers, Inc. ("NASD") or any successor thereto, as
            amended from time to time)


                                       14
<PAGE>

            thereof, whether as a holder of such Registrable Securities or as an
            underwriter, a placement or sales agent or a broker or dealer in
            respect thereof, or otherwise, assist such broker-dealer in
            complying with the requirements of such Conduct Rules, including by
            (A) if such Conduct Rules shall so require, engaging a "qualified
            independent underwriter" (as defined in such Conduct Rules) to
            participate in the preparation of the Shelf Registration Statement
            relating to such Registrable Securities, to exercise usual standards
            of due diligence in respect thereto and, if any portion of the
            offering contemplated by such Shelf Registration Statement is an
            underwritten offering or is made through a placement or sales agent,
            to recommend the yield of such Registrable Securities, (B)
            indemnifying any such qualified independent underwriter to the
            extent of the indemnification of underwriters provided in Section 6
            hereof, and (C) providing such information to such broker-dealer as
            may be required in order for such broker-dealer to comply with the
            requirements of the Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
            Commission, and make generally available to its securityholders as
            soon as practicable but in any event not later than eighteen months
            after the effective date of such Shelf Registration Statement, an
            earning statement of the Company and its subsidiaries complying with
            Section 11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

            (e) In the event that the Company would be required, pursuant to
      Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
      or sales agent, if any, therefor and the managing underwriters, if any,
      thereof, the Company shall without delay prepare and furnish to each of
      the Electing Holders, to each placement or sales agent, if any, and to
      each such underwriter, if any, a reasonable number of copies of a
      prospectus supplemented or amended so that, as thereafter delivered to
      purchasers of Registrable Securities, such prospectus shall conform in all
      material respects to the applicable requirements of the Securities Act and
      the Trust Indenture Act and the rules and regulations of the Commission
      thereunder and shall not contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading in light of the
      circumstances then existing. Each Electing Holder agrees that upon receipt
      of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof,
      such Electing Holder shall forthwith discontinue the disposition of
      Registrable Securities pursuant to the Shelf Registration Statement
      applicable to such Registrable Securities until such Electing Holder shall
      have received copies of such amended or supplemented prospectus, and if so
      directed by the Company, such Electing Holder shall deliver to the Company
      (at the Company's expense) all copies, other than permanent file copies,
      then in such Electing Holder's possession of the prospectus covering such
      Registrable Securities at the time of receipt of such notice.

            (f) In the event of a Shelf Registration, in addition to the
      information required to be provided by each Electing Holder in its Notice
      Questionnaire, the Company may require such Electing Holder to furnish to
      the Company such additional information regarding such Electing Holder and
      such Electing Holder's intended method of distribution of Registrable
      Securities as may be required in order to comply with the Securities Act.
      Each such Electing Holder agrees to notify the Company as promptly as
      practicable of any inaccuracy or change in information previously
      furnished by such Electing Holder to the Company or of the occurrence of
      any event in either case as a result of which any prospectus relating to
      such Shelf Registration contains or would contain an untrue statement of a
      material fact


                                       15
<PAGE>

      regarding such Electing Holder or such Electing Holder's intended method
      of disposition of such Registrable Securities or omits to state any
      material fact regarding such Electing Holder or such Electing Holder's
      intended method of disposition of such Registrable Securities required to
      be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances then existing, and promptly to
      furnish to the Company any additional information required to correct and
      update any previously furnished information or required so that such
      prospectus shall not contain, with respect to such Electing Holder or the
      disposition of such Registrable Securities, an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in
      light of the circumstances then existing.

            (g) Until the expiration of two years after the Closing Date, the
      Company will not, and will not permit any of its "affiliates" (as defined
      in Rule 144) to, resell any of the Securities that have been reacquired by
      any of them except pursuant to an effective registration statement under
      the Securities Act.

      4. Registration Expenses.

            The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of outside counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the state securities laws referred to in Section
3(d)(xii) hereof and determination of their eligibility for investment under the
laws of such jurisdictions as any managing underwriters or the Electing Holders
may designate, including any, including the reasonable fees and disbursements of
outside counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) reasonable fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) reasonable fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) reasonable fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) fees, disbursements and expenses of no more than one
counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
reasonable fees, expenses and disbursements of any other persons, including
special experts, retained by the Company in


                                       16
<PAGE>

connection with such registration (collectively, the "Registration Expenses").
To the extent that any Registration Expenses are incurred, assumed or paid by
any holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a request therefor. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

      5. Representations and Warranties.

            Each of the Company and the Guarantors represents and warrants to,
and agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

            (a) Each registration statement covering Registrable Securities and
      each prospectus (including any preliminary or summary prospectus)
      contained therein or furnished pursuant to Section 3(d) or Section 3(c)
      hereof and any further amendments or supplements to any such registration
      statement or prospectus, when it becomes effective or is filed with the
      Commission, as the case may be, and, in the case of an underwritten
      offering of Registrable Securities, at the time of the closing under the
      underwriting agreement relating thereto, will conform in all material
      respects to the requirements of the Securities Act and the Trust Indenture
      Act and the rules and regulations of the Commission thereunder and will
      not contain an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; and at all times subsequent to the
      Effective Time when a prospectus would be required to be delivered under
      the Securities Act, other than from (i) such time as a notice has been
      given to holders of Registrable Securities pursuant to Section
      3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the
      Company furnishes an amended or supplemented prospectus pursuant to
      Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
      and each prospectus (including any summary prospectus) contained therein
      or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then
      amended or supplemented, will conform in all material respects to the
      requirements of the Securities Act and the Trust Indenture Act and the
      rules and regulations of the Commission thereunder and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by a holder of Registrable
      Securities expressly for use therein.

            (b) Any documents incorporated by reference in any prospectus
      referred to in Section 5(a) hereof, when they become or became effective
      or are or were filed with the Commission, as the case may be, will conform
      or conformed in all material respects to the requirements of the
      Securities Act or the Exchange Act, as applicable, and none of such
      documents will contain or contained an untrue statement of a material fact
      or will omit or omitted to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      provided, however, that this representation and warranty shall not apply
      to any statements or omissions made in reliance upon and in conformity
      with information furnished in writing to the Company by a holder of
      Registrable Securities expressly for use therein.


                                       17
<PAGE>

            (c) The compliance by the Company with all of the provisions of this
      Exchange and Registration Rights Agreement and the consummation of the
      transactions herein contemplated will not (i) conflict with or result in a
      breach or violation of any of the terms or provisions of, or constitute a
      default under, any indenture, mortgage, deed of trust, loan agreement or
      other agreement or instrument to which the Company or the Guarantors is a
      party or by which the Company or the Guarantors is bound or to which any
      of the property or assets of the Company or the Guarantors is subject, nor
      will such action result in any violation of the provisions of the
      Certificate of Incorporation, the By-laws or similar organizational
      documents of the Company or any of the Guarantors nor (ii) result in any
      violation of any existing statute, order, rule or regulation of any court
      or governmental agency or body having jurisdiction over the Company or the
      Guarantors or any of their properties except, in the case of clauses (i)
      and (ii) above, such breaches or violations which would not, individually
      or in the aggregate, have any material adverse change or any development
      that can be expected to cause a material adverse change, in or affecting
      the general affairs, management, financial position, stockholders' equity
      or results of operations of the Company and the Guarantors taken as a
      whole or be reasonably likely to prevent the Company or the Guarantors
      from performing their respective obligations hereunder; and no consent,
      approval, authorization, order, registration or qualification of or with
      any such court or governmental agency or body is required for the
      consummation by the Company and each of the Guarantors of the transactions
      contemplated by this Exchange and Registration Rights Agreement, except
      the registration under the Securities Act of the Securities, qualification
      of the Indenture under the Trust Indenture Act and such consents,
      approvals, authorizations, registrations or qualifications as may be
      required under state securities or Blue Sky laws in connection with the
      offering and distribution of the Securities.

            (d) This Exchange and Registration Rights Agreement has been duly
      authorized, executed and delivered by the Company.

      6. Indemnification.

            (a) Indemnification by the Company and each of the Guarantors. The
      Company and each of the Guarantors, jointly and severally, will indemnify
      and hold harmless each of the holders of Registrable Securities included
      in an Exchange Registration Statement, each of the Electing Holders of
      Registrable Securities included in a Shelf Registration Statement and each
      person who controls such holder within the meaning of the Securities Act
      or Exchange Act against any losses, claims, damages or liabilities, joint
      or several, to which such indemnified person may become subject under the
      Securities Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      an untrue statement or alleged untrue statement of a material fact
      contained in any Exchange Registration Statement or Shelf Registration
      Statement, as the case may be, under which such Registrable Securities
      were registered under the Securities Act, or any preliminary, final or
      summary prospectus contained therein or furnished by the Company to any
      such indemnified person, or any amendment or supplement thereto, or arise
      out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading, and will reimburse such indemnified
      person for any legal or other expenses reasonably incurred by them in
      connection with investigating or defending any such action or claim as
      such expenses are incurred; provided, however, that none of the Company or
      the Guarantors shall be liable to any such person in any such case to the
      extent that any such loss, claim, damage or liability arises out of or is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in such registration


                                       18
<PAGE>

      statement, or preliminary, final or summary prospectus, or amendment or
      supplement thereto, in reliance upon and in conformity with written
      information furnished to the Company by such person expressly for use
      therein. The Company will also indemnify agents and underwriters to the
      same extent as provided above with respect to the indemnification of
      Electing Holders of the Registrable Securities.

            (b) Indemnification by the Holders and any Agents and Underwriters.
      The Company may require, as a condition to including any Registrable
      Securities in any registration statement filed pursuant to Section 2(b)
      hereof and to entering into any underwriting agreement with respect
      thereto, that the Company shall have received an undertaking reasonably
      satisfactory to it from the Electing Holder of such Registrable Securities
      and from each underwriter named in any such underwriting agreement,
      severally and not jointly, to (i) indemnify and hold harmless the Company,
      each of the Guarantors, each person who controls the Company or any of the
      Guarantors within the meaning of the Securities Act or Exchange Act and
      all other holders of Registrable Securities, against any losses, claims,
      damages or liabilities to which such indemnified person may become
      subject, under the Securities Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out
      of or are based upon an untrue statement or alleged untrue statement of a
      material fact contained in such registration statement, or any
      preliminary, final or summary prospectus contained therein or furnished by
      the Company to any such indemnified person, or any amendment or supplement
      thereto, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, in each case to
      the extent, but only to the extent, that such untrue statement or alleged
      untrue statement or omission or alleged omission was made in reliance upon
      and in conformity with written information furnished to the Company by
      such indemnified person expressly for use therein, and (ii) reimburse the
      Company and each of the Guarantors for any legal or other expenses
      reasonably incurred by the Company and each of the Guarantors in
      connection with investigating or defending any such action or claim as
      such expenses are incurred; provided, however, that no such Electing
      Holder shall be required to undertake liability to any person under this
      Section 6(b) for any amounts in excess of the dollar amount of the
      proceeds to be received by such Electing Holder from the sale of such
      Electing Holder's Registrable Securities pursuant to such registration.

            (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
      party under subsection (a) or (b) above of written notice of the
      commencement of any action or proceeding (including a government
      investigation), such indemnified party shall, if a claim in respect
      thereof is to be made against an indemnifying party pursuant to the
      indemnification provisions of or contemplated by this Section 6, notify
      such indemnifying party in writing of the commencement thereof; but the
      omission so to notify the indemnifying party shall not relieve it from any
      liability which it may have to any indemnified party otherwise than under
      the indemnification provisions of or contemplated by Section 6(a) or 6(b)
      hereof. In case any such action shall be brought against any indemnified
      party and it shall notify an indemnifying party of the commencement
      thereof, such indemnifying party shall be entitled to participate therein
      and, to the extent that it shall wish, jointly with any other indemnifying
      party similarly notified, to assume the defense thereof, with counsel
      reasonably satisfactory to such indemnified party (who shall not, except
      with the consent of the indemnified party, be counsel to the indemnifying
      party), and, after notice from the indemnifying party to such indemnified
      party of its election so to assume the defense thereof, such indemnifying
      party shall not be liable to such indemnified party for any legal expenses
      of other counsel or any other expenses, in each case subsequently incurred
      by such indemnified party, in


                                       19
<PAGE>

      connection with the defense thereof other than reasonable costs of
      investigation. No indemnifying party shall, without the prior written
      consent of the indemnified party, effect the settlement or compromise of,
      or consent to the entry of any judgment with respect to, any pending or
      threatened action or claim in respect of which indemnification or
      contribution may be sought hereunder (whether or not the indemnified party
      is an actual or potential party to such action or claim) unless such
      settlement, compromise or judgment (i) includes an unconditional release
      of the indemnified party from all liability arising out of such action or
      claim and (ii) does not include a statement as to or an admission of
      fault, culpability or a failure to act by or on behalf of any indemnified
      party.

            (d) Contribution. If for any reason the indemnification provisions
      contemplated by Section 6(a) or Section 6(b) are unavailable to or
      insufficient to hold harmless an indemnified party in respect of any
      losses, claims, damages or liabilities (or actions in respect thereof)
      referred to therein, then each indemnifying party shall contribute to the
      amount paid or payable by such indemnified party as a result of such
      losses, claims, damages or liabilities (or actions in respect thereof) in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party and the indemnified party in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof), as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party
      and indemnified party shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact
      or omission or alleged omission to state a material fact relates to
      information supplied by such indemnifying party or by such indemnified
      party, and the parties' relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission. The
      parties hereto agree that it would not be just and equitable if
      contributions pursuant to this Section 6(d) were determined by pro rata
      allocation (even if the holders or any agents or underwriters or all of
      them were treated as one entity for such purpose) or by any other method
      of allocation which does not take account of the equitable considerations
      referred to in this Section 6(d). The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages, or
      liabilities (or actions in respect thereof) referred to above shall be
      deemed to include any legal or other fees or expenses reasonably incurred
      by such indemnified party in connection with investigating or defending
      any such action or claim. Notwithstanding the provisions of this Section
      6(d), no holder shall be required to contribute any amount in excess of
      the amount by which the dollar amount of the proceeds received by such
      holder from the sale of any Registrable Securities (after deducting any
      fees, discounts and commissions applicable thereto) exceeds the amount of
      any damages which such holder has otherwise been required to pay by reason
      of such untrue or alleged untrue statement or omission or alleged
      omission, and no underwriter shall be required to contribute any amount in
      excess of the amount by which the total price at which the Registrable
      Securities underwritten by it and distributed to the public were offered
      to the public exceeds the amount of any damages which such underwriter has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities
      Act) shall be entitled to contribution from any person who was not guilty
      of such fraudulent misrepresentation. The holders' and any underwriters'
      obligations in this Section 6(d) to contribute shall be several in
      proportion to the principal amount of Registrable Securities registered or
      underwritten, as the case may be, by them and not joint. For purposes of
      this Section 6(d), each person, if any, who controls such indemnified
      party within the meaning of the Securities Act or the Exchange Act shall
      have the same rights to contribution as such indemnified party


                                       20
<PAGE>

      and each person, if any, who controls the Company within the meaning of
      the Securities or the Exchange Act shall have the same rights to
      contribution as the Company.

            (e) The obligations of the Company and each of the Guarantors under
      this Section 6 shall be in addition to any liability which the Company or
      any of the Guarantors may otherwise have and shall extend, upon the same
      terms and conditions, to each officer, director and partner of each
      holder, agent and underwriter and each person, if any, who controls any
      holder, agent or underwriter within the meaning of the Securities Act; and
      the obligations of the holders and any agents or underwriters contemplated
      by this Section 6 shall be in addition to any liability which the
      respective holder, agent or underwriter may otherwise have and shall
      extend, upon the same terms and conditions, to each officer and director
      of the Company or any of the Guarantors (including any person who, with
      his consent, is named in any registration statement as about to become a
      director of the Company or any of the Guarantors) and to each person, if
      any, who controls the Company within the meaning of the Securities Act.

      7. Underwritten Offerings.

            (a) Selection of Underwriters. If any of the Registrable Securities
      covered by the Shelf Registration are to be sold pursuant to an
      underwritten offering, the managing underwriter or underwriters thereof
      shall be designated by Electing Holders holding at least a majority in
      aggregate principal amount of the Registrable Securities to be included in
      such offering, provided that such designated managing underwriter or
      underwriters is or are reasonably acceptable to the Company.

            (b) Participation by Holders. Each holder of Registrable Securities
      hereby agrees with each other such holder that no such holder may
      participate in any underwritten offering hereunder unless such holder (i)
      agrees to sell such holder's Registrable Securities on the basis provided
      in any underwriting arrangements approved by the persons entitled
      hereunder to approve such arrangements and (ii) completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements
      and other documents reasonably required under the terms of such
      underwriting arrangements.

      8. Rule 144.

            The Company covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request, in writing, of any holder of Registrable
Securities in connection with that holder's sale pursuant to Rule 144, the
Company shall deliver to such holder a written statement as to whether it has
complied with such requirements.


                                       21
<PAGE>

      9. Miscellaneous.

            (a) No Inconsistent Agreements. The Company represents, warrants,
      covenants and agrees that it has not granted, and shall not grant, on or
      after the date of this Exchange and Registration Rights Agreement,
      registration rights with respect to its securities which would be
      inconsistent with the rights granted to holders of Registrable Securities
      in this Exchange and Registration Rights Agreement.

            (b) Specific Performance. The parties hereto acknowledge that there
      would be no adequate remedy at law if the Company fails to perform any of
      its obligations hereunder and that the Purchasers and the holders from
      time to time of the Registrable Securities may be irreparably harmed by
      any such failure, and accordingly agree, that the Purchasers and such
      holders, in addition to any other remedy to which they may be entitled at
      law or in equity, may obtain such relief as may be required to
      specifically enforce the obligations of the Company under this Exchange
      and Registration Rights Agreement in accordance with the terms and
      conditions of this Exchange and Registration Rights Agreement, in any
      court of the United States or any State thereof having jurisdiction.

            (c) Notices. All notices, requests, claims, demands, waivers and
      other communications hereunder shall be in writing and shall be deemed to
      have been duly given when delivered by hand, if delivered personally or by
      courier, or three days after being deposited in the mail (registered or
      certified mail, postage prepaid, return receipt requested) as follows: If
      to the Company, to it at 259 North Radnor-Chester Road, Suite 100, Radnor,
      Pennsylvania 19087-5283, and if to a holder, to the address of such holder
      set forth in the security register or other records of the Company, or to
      such other address as the Company or any such holder may have furnished to
      the other in writing in accordance herewith, except that notices of change
      of address shall be effective only upon receipt.

            (d) Parties in Interest. All the terms and provisions of this
      Exchange and Registration Rights Agreement shall be binding upon, shall
      inure to the benefit of and shall be enforceable by the parties hereto and
      the holders from time to time of the Registrable Securities and the
      respective successors and assigns of the parties hereto and such holders.
      In the event that any transferee of any holder of Registrable Securities
      shall acquire Registrable Securities, in any manner, whether by gift,
      bequest, purchase, operation of law or otherwise, such transferee shall,
      without any further writing or action of any kind, be deemed a beneficiary
      hereof for all purposes and such Registrable Securities shall be held
      subject to all of the terms of this Exchange and Registration Rights
      Agreement, and by taking and holding such Registrable Securities such
      transferee shall be entitled to receive the benefits of, and be
      conclusively deemed to have agreed to be bound by all of the applicable
      terms and provisions of this Exchange and Registration Rights Agreement.
      If the Company shall so request, any such successor, assign or transferee
      shall agree in writing to acquire and hold the Registrable Securities
      subject to all of the applicable terms hereof.

            (e) Survival. The respective indemnities, agreements,
      representations, warranties and each other provision set forth in this
      Exchange and Registration Rights Agreement or made pursuant hereto shall
      remain in full force and effect regardless of any investigation (or
      statement as to the results thereof) made by or on behalf of any holder of
      Registrable Securities, any director, officer or partner of such holder,
      any agent or underwriter or any director, officer or partner thereof, or
      any controlling person of any of the foregoing, and shall survive delivery
      of and payment for the Registrable Securities pursuant to the


                                       22
<PAGE>

      Purchase Agreement and the transfer and registration of Registrable
      Securities by such holder and the consummation of an Exchange Offer.

            (f) Governing Law. This Exchange and Registration Rights Agreement
      shall be governed by and construed in accordance with the laws of the
      State of New York.

            (g) Headings. The descriptive headings of the several Sections and
      paragraphs of this Exchange and Registration Rights Agreement are inserted
      for convenience only, do not constitute a part of this Exchange and
      Registration Rights Agreement and shall not affect in any way the meaning
      or interpretation of this Exchange and Registration Rights Agreement.

            (h) Entire Agreement; Amendments. This Exchange and Registration
      Rights Agreement and the other writings referred to herein (including the
      Indenture and the form of Securities) or delivered pursuant hereto which
      form a part hereof contain the entire understanding of the parties with
      respect to its subject matter. This Exchange and Registration Rights
      Agreement supersedes all prior agreements and understandings between the
      parties with respect to its subject matter. This Exchange and Registration
      Rights Agreement may be amended and the observance of any term of this
      Exchange and Registration Rights Agreement may be waived (either generally
      or in a particular instance and either retroactively or prospectively)
      only by a written instrument duly executed by the Company and the holders
      of at least a majority in aggregate principal amount of the Registrable
      Securities at the time outstanding. Each holder of any Registrable
      Securities at the time or thereafter outstanding shall be bound by any
      amendment or waiver effected pursuant to this Section 9(h), whether or not
      any notice, writing or marking indicating such amendment or waiver appears
      on such Registrable Securities or is delivered to such holder.

            (i) Inspection. For so long as this Exchange and Registration Rights
      Agreement shall be in effect, this Exchange and Registration Rights
      Agreement and a complete list of the names and addresses of all the
      holders of Registrable Securities shall be made available for inspection
      and copying on any business day by any holder of Registrable Securities
      for proper purposes only (which shall include any purpose related to the
      rights of the holders of Registrable Securities under the Securities, the
      Indenture and this Agreement) at the offices of the Company at the address
      thereof set forth in Section 9(c) above and at the office of the Trustee
      under the Indenture.

            (j) Counterparts. This agreement may be executed by the parties in
      counterparts, each of which shall be deemed to be an original, but all
      such respective counterparts shall together constitute one and the same
      instrument.


                                       23
<PAGE>

      If the foregoing is in accordance with your understanding, please sign and
return to us two counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers, each of the
Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

                                        Very truly yours,

                                        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

Accepted as of the date hereof:
Goldman, Sachs & Co.
Banc of America Securities LLC
Fleet Securities, Inc.
BNY Capital Markets, Inc.
CIBC World Markets Corp.


By:     /s/ Goldman, Sachs & Co.
    _________________________________
         (Goldman, Sachs & Co.)

Exchange and Registration Rights Agreement
Dated: July 25, 2001
<PAGE>

                                   SCHEDULE I

                                   Guarantors

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.
<PAGE>

                                                                       Exhibit A

                                  AIRGAS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Airgas, Inc. (the "Company") [ ]%
Senior Subordinated Notes due 2011 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Airgas, Inc., 259
North Radnor-Chester Road, Suite 100, Radnor, Pennsylvania 19087-5283, (610)
687-5253.

----------
*Not less than 28 calendar days from date of mailing.
<PAGE>

                                  AIRGAS, INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Airgas, Inc. (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's [ ]% Senior Subordinated Notes due 2011 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2
<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3
<PAGE>

                                  QUESTIONNAIRE

(1)   (a)   Full Legal Name of Selling Securityholder:

            ____________________________________________________________________

      (b)   Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

            ____________________________________________________________________

      (c)   Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

            ____________________________________________________________________

(2)   Address for Notices to Selling Securityholder:

                      _____________________________

                      _____________________________

                      _____________________________

      Telephone:      _____________________________

      Fax:            _____________________________

      Contact Person: _____________________________

(3)   Beneficial Ownership of Securities:

      Except as set forth below in this Item (3), the undersigned does not
      beneficially own any Securities.

      (a)   Principal amount of Registrable Securities beneficially
            owned: _____________________________________________________________
            CUSIP No(s). of such Registrable Securities: _______________________

      (b)   Principal amount of Securities other than Registrable Securities
            beneficially owned:
            ____________________________________________________________________
            CUSIP No(s). of such other Securities: _____________________________

      (c)   Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration
            Statement: _________________________________________________________
            CUSIP No(s). of such Registrable Securities to be included in the
            Shelf Registration Statement: ______________________________________

(4)   Beneficial Ownership of Other Securities of the Company:

      Except as set forth below in this Item (4), the undersigned Selling
      Securityholder is not the beneficial or registered owner of any other
      securities of the Company, other than the Securities listed above in Item
      (3).

      State any exceptions here:


                                      A-4
<PAGE>

(5)   Relationships with the Company:

      Except as set forth below, neither the Selling Securityholder nor any of
      its affiliates, officers, directors or principal equity holders (5% or
      more) has held any position or office or has had any other material
      relationship with the Company (or its predecessors or affiliates) during
      the past three years.

      State any exceptions here:

(6)   Plan of Distribution:

      Except as set forth below, the undersigned Selling Securityholder intends
      to distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all): Such Registrable Securities may be sold from time to
      time directly by the undersigned Selling Securityholder or, alternatively,
      through underwriters, broker-dealers or agents. Such Registrable
      Securities may be sold in one or more transactions at fixed prices, at
      prevailing market prices at the time of sale, at varying prices determined
      at the time of sale, or at negotiated prices. Such sales may be effected
      in transactions (which may involve crosses or block transactions) (i) on
      any national securities exchange or quotation service on which the
      Registered Securities may be listed or quoted at the time of sale, (ii) in
      the over-the-counter market, (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options. In connection with sales of the Registrable
      Securities or otherwise, the Selling Securityholder may enter into hedging
      transactions with broker-dealers, which may in turn engage in short sales
      of the Registrable Securities in the course of hedging the positions they
      assume. The Selling Securityholder may also sell Registrable Securities
      short and deliver Registrable Securities to close out such short
      positions, or loan or pledge Registrable Securities to broker-dealers that
      in turn may sell such securities.

      State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.


                                      A-5
<PAGE>

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

      (i)   To the Company:

                                       Todd Craun, General Counsel and Secretary
                                       Airgas, Inc.
                                       259 North Radnor-Chester Road, Suite 100
                                       Radnor, Pennsylvania 19087-5283

      (ii)  With a copy to:

                                       Kris Heinzelman, Esq.
                                       Cravath, Swaine & Moore
                                       825 Eighth Avenue
                                       Worldwide Plaza
                                       New York, New York 10019-7475

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                      A-6
<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: ___________________

            ____________________________________________________________________
            Selling Securityholder
            (Print/type full legal name of beneficial owner of Registrable
            Securities)


            By: ________________________________________________________________
            Name:
            Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                          Kris Heinzelman, Esq.
                          Cravath, Swaine & Moore
                          825 Eighth Avenue
                          Worldwide Plaza
                          New York, New York 10019-7475


                                      A-7
<PAGE>

                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Airgas, Inc.
c/o The Bank of New York
[Address of The Bank of New York]

Attention: Trust Officer

      Re:   Airgas, Inc. (the "Company")
            |_|% Senior Subordinated Notes due 2011

Dear Sirs:

Please be advised that __________________ has transferred $_________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [___] (File No. 333-_____) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated ___________ or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                        Very truly yours,

                                              __________________________________
                                              (Name)


                                        By:   __________________________________
                                                    (Authorized Signature)


                                      B-1