<PAGE>   1
                                                                   EXHIBIT 10.30


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                               THERMADYNE MFG. LLC
                            THERMADYNE CAPITAL CORP.

                    9-7/8% SENIOR SUBORDINATED NOTES DUE 2008

                  Guaranteed to the extent set forth herein by

                            C&G SYSTEMS HOLDING, INC.
                                C&G SYSTEMS, INC.
                         COYNE NATURAL GAS SYSTEMS INC.
                            MARISON CYLINDER COMPANY
                              MECO HOLDING COMPANY
                        MODERN ENGINEERING COMPANY, INC.
                                 STOODY COMPANY
                                TAG REALTY, INC.
                           THERMADYNE CYLINDER COMPANY
                           THERMADYNE INDUSTRIES, INC.
                         THERMADYNE INTERNATIONAL CORP.
                                THERMAL ARC, INC.
                             THERMAL DYNAMICS CORP.
                              TWECO PRODUCTS, INC.
                        VICTOR COYNE INTERNATIONAL, INC.
                            VICTOR EQUIPMENT COMPANY
                          WICHITA WAREHOUSE CORPORATION
                           WOODLAND CRYOGENICS COMPANY

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

                                    INDENTURE

                            Dated as of May 22, 1998

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



                       STATE STREET BANK AND TRUST COMPANY

                                     TRUSTEE

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


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<PAGE>   2




                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>



Trust Indenture Act Section                                                                         Indenture Section

<S>                                                                                                 <C>
310 (a)(1)................................................................................................7.10
(a)(2) ...................................................................................................7.10
(a)(3)....................................................................................................N.A.
(a)(4)....................................................................................................N.A.
(a)(5)....................................................................................................7.10
(b).......................................................................................................7.10
(c).......................................................................................................N.A.
311(a)....................................................................................................7.11
(b).......................................................................................................7.11
(c).......................................................................................................N.A.
312 (a)...................................................................................................2.05
(b).......................................................................................................12.03
(c).......................................................................................................11.03
313(a)....................................................................................................7.06
(b)(1)....................................................................................................N.A.
(b)(2)....................................................................................................7.06;
                                                                                                          7.07
(c).......................................................................................................7.06;

                                                                                                          12.02
(d).......................................................................................................7.06
314(a)....................................................................................................12.05
(b).......................................................................................................N.A.
(c)(1)....................................................................................................12.04
(c)(2)....................................................................................................12.04
(c)(3)....................................................................................................N.A.
(d).......................................................................................................N.A.
(e).......................................................................................................12.05
(f).......................................................................................................NA
315 (a)...................................................................................................7.01
(b).......................................................................................................7.05,

                                                                                                          11.02
(c).......................................................................................................7.01
(d).......................................................................................................7.01
(e).......................................................................................................6.11
316 (a)(last sentence)....................................................................................2.09
(a)(1)(A).................................................................................................6.05
(a)(1)(B).................................................................................................6.04
(a)(2)....................................................................................................N.A.
(b).......................................................................................................6.07
(c).......................................................................................................2.12
317 (a)(1)................................................................................................6.08
(a)(2)....................................................................................................6.09
(b).......................................................................................................2.04
318 (a)...................................................................................................11.01
(b).......................................................................................................N.A.
(c).......................................................................................................11.01
</TABLE>

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





<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>


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

   SECTION 1.01. DEFINITIONS......................................................................................1

   SECTION 1.02. OTHER DEFINITIONS...............................................................................16

   SECTION 1.03. INCORPORATION OF TIA PROVISIONS.................................................................16

   SECTION 1.04. RULES OF CONSTRUCTION...........................................................................17


ARTICLE 2. THE NOTES.............................................................................................17

   SECTION 2.01. FORM AND DATING.................................................................................17

   SECTION 2.02. EXECUTION AND AUTHENTICATION....................................................................18

   SECTION 2.03. REGISTRAR AND PAYING AGENT......................................................................19

   SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.............................................................19

   SECTION 2.05. HOLDER LISTS....................................................................................19

   SECTION 2.06. TRANSFER AND EXCHANGE...........................................................................20

   SECTION 2.07. REPLACEMENT NOTES...............................................................................32

   SECTION 2.08. OUTSTANDING NOTES...............................................................................32

   SECTION 2.09. TREASURY NOTES..................................................................................32

   SECTION 2.10. TEMPORARY NOTES.................................................................................33

   SECTION 2.11. CANCELLATION....................................................................................33

   SECTION 2.12. DEFAULTED INTEREST..............................................................................33


ARTICLE 3. REDEMPTION AND PREPAYMENT.............................................................................33

   SECTION 3.01. NOTICES TO TRUSTEE..............................................................................33

   SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED...............................................................34

   SECTION 3.03. NOTICE OF REDEMPTION............................................................................34
</TABLE>





                                       i


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<TABLE>


<S>              <C>                                                                                            <C>
   SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION..................................................................35

   SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.....................................................................35

   SECTION 3.06. NOTES REDEEMED IN PART..........................................................................35

   SECTION 3.07. OPTIONAL REDEMPTION.............................................................................35

   SECTION 3.08. MANDATORY REDEMPTION............................................................................36

   SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.............................................36


ARTICLE 4. COVENANTS.............................................................................................38

   SECTION 4.01. PAYMENT OF NOTES................................................................................38

   SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.................................................................38

   SECTION 4.03. REPORTS.........................................................................................39

   SECTION 4.04. COMPLIANCE CERTIFICATE..........................................................................39

   SECTION 4.05. TAXES...........................................................................................40

   SECTION 4.06. STAY, EXTENSION AND USURY LAWS..................................................................40

   SECTION 4.07. RESTRICTED PAYMENTS.............................................................................40

   SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES..................................44

   SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK......................................45

   SECTION 4.10. ASSET SALES.....................................................................................47

   SECTION 4.11. TRANSACTIONS WITH AFFILIATES....................................................................49

   SECTION 4.12. LIENS...........................................................................................49

   SECTION 4.13. CORPORATE EXISTENCE.............................................................................50

   SECTION 4.14. OFFER TO REPURCHASE UPON CHANGE OF CONTROL......................................................50

   SECTION 4.15. NO SENIOR SUBORDINATED INDEBTEDNESS.............................................................51

   SECTION 4.16. ACCOUNTS RECEIVABLE FACILITY....................................................................51

   SECTION 4.17. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS...................................................51

   SECTION 4.18. RESTRICTIONS ON ACTIVITIES OF THERMADYNE CAPITAL................................................51
</TABLE>


                                       ii



<PAGE>   5

<TABLE>

<S>                                                                                                             <C>
   SECTION 4.19. PAYMENTS FOR CONSENT............................................................................52

   SECTION 4.20. ADDITIONAL NOTE GUARANTEES......................................................................52


ARTICLE 5. SUCCESSORS............................................................................................52

   SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS........................................................52

   SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED...............................................................53


ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................53

   SECTION 6.01. EVENTS OF DEFAULT...............................................................................53

   SECTION 6.02. ACCELERATION....................................................................................54

   SECTION 6.03. OTHER REMEDIES..................................................................................55

   SECTION 6.04. WAIVER OF PAST DEFAULTS.........................................................................55

   SECTION 6.05. CONTROL BY MAJORITY.............................................................................56

   SECTION 6.06. LIMITATION ON SUITS.............................................................................56

   SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT...................................................56

   SECTION 6.08. COLLECTION SUIT BY TRUSTEE......................................................................56

   SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM................................................................57

   SECTION 6.10. PRIORITIES......................................................................................57

   SECTION 6.11. UNDERTAKING FOR COSTS...........................................................................57


ARTICLE 7. TRUSTEE...............................................................................................58

   SECTION 7.01. DUTIES OF TRUSTEE...............................................................................59

   SECTION 7.02. RIGHTS OF TRUSTEE...............................................................................60

   SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE....................................................................60

   SECTION 7.04. TRUSTEE'S DISCLAIMER............................................................................61

   SECTION 7.05. NOTICE OF DEFAULTS..............................................................................61

   SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES......................................................61

   SECTION 7.07. COMPENSATION AND INDEMNITY......................................................................61
</TABLE>





                                      iii


<PAGE>   6

<TABLE>

<S>                                                                                                             <C>
   SECTION 7.08. REPLACEMENT OF TRUSTEE..........................................................................62

   SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC................................................................63

   SECTION 7.10. ELIGIBILITY; DISQUALIFICATION...................................................................63

   SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...............................................63


ARTICLE 8. .LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................................63

   SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE........................................64

   SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE..................................................................64

   SECTION 8.03. COVENANT DEFEASANCE.............................................................................64

   SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE......................................................65

   SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS...66

   SECTION 8.06. REPAYMENT TO COMPANY............................................................................66

   SECTION 8.07. REINSTATEMENT...................................................................................67


ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER......................................................................67

   SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.............................................................67

   SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES................................................................68

   SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.............................................................69

   SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS...............................................................70

   SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES................................................................70

   SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.................................................................70


ARTICLE 10. SUBORDINATION........................................................................................70

   SECTION 10.01. AGREEMENT TO SUBORDINATE.......................................................................70

   SECTION 10.02. CERTAIN DEFINITIONS............................................................................70

   SECTION 10.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY...........................................................71

   SECTION 10.04. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS......................................................72
</TABLE>





                                       iv


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<TABLE>


<S>                                                                                                              <C>
   SECTION 10.05. ACCELERATION OF SECURITIES.....................................................................72

   SECTION 10.06. WHEN DISTRIBUTION MUST BE PAID OVER............................................................72

   SECTION 10.07. NOTICE BY ISSUERS..............................................................................73

   SECTION 10.08. SUBROGATION....................................................................................73

   SECTION 10.09. RELATIVE RIGHTS................................................................................73

   SECTION 10.10. SUBORDINATION MAY NOT BE IMPAIRED BY ISSUERS...................................................74

   SECTION 10.11. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.......................................................74

   SECTION 10.12. RIGHTS OF TRUSTEE AND PAYING AGENT.............................................................74

   SECTION 10.13. AUTHORIZATION TO EFFECT SUBORDINATION..........................................................74

   SECTION 10.14. AMENDMENTS.....................................................................................75


ARTICLE 11. NOTE GUARANTEES......................................................................................75

   SECTION 11.01. GUARANTEE......................................................................................75

   SECTION 11.02. SUBORDINATION OF NOTE GUARANTEE................................................................76

   SECTION 11.03. LIMITATION ON GUARANTOR LIABILITY..............................................................76

   SECTION 11.04. EXECUTION AND DELIVERY OF NOTE GUARANTEE.......................................................77

   SECTION 11.05. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.............................................77

   SECTION 11.06. RELEASES FOLLOWING SALE OF ASSETS..............................................................78


ARTICLE 12. MISCELLANEOUS........................................................................................78

   SECTION 12.01. TRUST INDENTURE ACT CONTROLS...................................................................78

   SECTION 12.02. NOTICES........................................................................................78

   SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES..................................80

   SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.............................................80

   SECTION 12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION...................................................80

   SECTION 12.06. RULES BY TRUSTEE AND AGENTS....................................................................80

   SECTION 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.......................81
</TABLE>


                                       v


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<TABLE>

<S>                                                                                                            <C>
   SECTION 12.08. GOVERNING LAW..................................................................................81

   SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..................................................81

   SECTION 12.10.. SUCCESSORS....................................................................................81

   SECTION 12.11.. SEVERABILITY..................................................................................81

   SECTION 12.12. COUNTERPART ORIGINALS..........................................................................81

   SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC...............................................................81
</TABLE>


EXHIBITS
Exhibit A:        FORM OF NOTE
Exhibit B:        FORM OF CERTIFICATE OF TRANSFER
Exhibit C:        FORM OF CERTIFICATE OF EXCHANGE
Exhibit D:        FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                  ACCREDITED INVESTOR
Exhibit E         FORM OF SUPPLEMENTAL INDENTURE




                                       vi


<PAGE>   9




         INDENTURE dated as of May 22, 1998, by and among Thermadyne Mfg. LLC, a
Delaware limited liability company ("Thermadyne"), Thermadyne Capital Corp., a
Delaware corporation ("Thermadyne Capital" and, together with Thermadyne, the
"Issuers"), C&G Systems Holding, Inc., a Delaware corporation, C&G Systems,
Inc., an Illinois corporation, Coyne Natural Gas Systems Inc., a Missouri
corporation, Marison Cylinder Company, a Delaware corporation, MECO Holding
Company, a Delaware corporation, Modern Engineering Company, Inc., a Missouri
corporation, Stoody Company, a Delaware corporation, Tag Realty, Inc., a Texas
corporation, Thermadyne Cylinder Company, a California corporation, Thermadyne
Industries, Inc., a Delaware corporation, Thermadyne International Corp., a
Delaware corporation, Thermal Arc, Inc., a Delaware corporation, Thermal
Dynamics Corp., a Delaware corporation, Tweco Products, Inc., a Delaware
corporation, Victor Coyne International, Inc., a Delaware corporation, Victor
Equipment Company, a Delaware corporation, Wichita Warehouse Corporation, a
Kansas corporation, Woodland Cryogenics Company, a Delaware corporation
(collectively, the "Guarantors") and State Street Bank and Trust Company, as
trustee (the "Trustee").

         The Issuers and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 9-7/8% Senior
Subordinated Notes due 2008 (the "Notes").

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      DEFINITIONS.

         "144A Global Note" means the form of the Notes initially sold to QIBs.

         "Accounts Receivable Subsidiary" means an Unrestricted Subsidiary of
the Company to which the Company or any of its Restricted Subsidiaries sells any
of its accounts receivable pursuant to a Receivables Facility.

         "Acquired Indebtedness" means, with respect to any specified Person,
(a) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (b) Indebtedness secured by a Lien
encumbering an asset acquired by such specified Person at the time such asset is
acquired by such specified Person.

         "Acquisition" means the acquisition of Holdings by the Principals.

         "Additional Notes" means additional Notes (other than the Initial
Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09
hereof.

         "Affiliate" of any specified Person means any other Person which,
directly or indirectly, controls, is controlled by or is under direct or
indirect common control with, such specified Person. For purposes of this
definition, "control," when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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










                                       1
<PAGE>   10



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

         "Asset Sale" means (a) the sale, lease, conveyance, disposition or
other transfer (a "disposition") of any properties, assets or rights (including,
without limitation, by way of a sale and leaseback) (provided that the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company and its Subsidiaries taken as a whole will be governed by the
Sections 4.14 and/or 5.01 and not by the provisions of Section 4.10), and (b)
the issuance, sale or transfer by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, in the case of either clause (a) or (b), whether in a single
transaction or a series of related transactions (i) that have a fair market
value in excess of $5.0 million or (ii) for net proceeds in excess of $5.0
million. Notwithstanding the foregoing, the following items shall not be deemed
to be Asset Sales: (a) dispositions in the ordinary course of business; (b) a
disposition of assets by the Company to a Restricted Subsidiary or by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary; (c) a
disposition of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary; (d) the sale and leaseback of any assets within
90 days of the acquisition thereof; (e) foreclosures on assets; (f) any exchange
of like property pursuant to Section 1031 of the Internal Revenue Code of 1986,
as amended, for use in a Permitted Business; (g) any sale of Equity Interests
in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (h) a
Permitted Investment or a Restricted Payment that is permitted by Section 4.07
hereof; and (i) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility.

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

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

         "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

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

         "Capital Expenditure Indebtedness" means Indebtedness incurred by any
Person to finance the purchase or construction or any property or assets
acquired or constructed by such Person which have a useful life or more than one
year so long as (a) the purchase or construction price for such property or
assets is included in "addition to property, plant or equipment" in accordance
with GAAP, (b) the acquisition or construction of such property or assets is not
part of any acquisition of a Person or line of business and (c) such
Indebtedness is incurred within 90 days of the acquisition or completion of
construction of such property or assets.

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










                                       2
<PAGE>   11



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

         "Cash Equivalents" means (i) Government Securities, (ii) any
certificate of deposit maturing not more than 365 days after the date of
acquisition issued by, or time deposit of, an Eligible Institution or any lender
under the New Credit Facility, (iii) commercial paper maturing not more than 365
days after the date of acquisition of an issuer (other than an Affiliate of the
Company) with a rating, at the time as of which any investment therein is made,
of "A-3" (or higher) according to S&P or "P-2" (or higher) according to Moody's
or carrying an equivalent rating by a nationally recognized rating agency if
both of the two named rating agencies cease publishing ratings of investments,
(iv) any bankers acceptances of money market deposit accounts issued by an
Eligible Institution and (v) any fund investing exclusively in investments of
the types described in clauses (i) through (iv) above.

         "Cedel" means Cedel Bank, societe anonyme.

         "Change of Control" means the occurrence of any of the following: (a)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, to any "person" or "group" (as such terms are used in Section 13(d) of
the Exchange Act), other than the Principals and their Related Parties; (b) the
adoption of a plan for the liquidation or dissolution of one or both of the
Issuers; (c) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any "person" or "group"
(as such terms are used in Section 13(d) of the Exchange Act), other than the
Principals and their Related Parties, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
or indirectly through one or more intermediaries, of 50% or more of the voting
power of the outstanding voting equity interests of the Company; (d) the first
day on which a majority of the members of the board of directors of the Company
are not Continuing Members or (e) the first day on which the Company fails to
own 100% of the issued and outstanding Equity Interests of Thermadyne Capital
(other than by reason of the merger of Thermadyne Capital with and into a
corporate successor to the Company).

         "Commission" means the Securities and Exchange Commission.

         "Company" means Thermadyne.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period plus, to the extent deducted in computing
Consolidated Net Income, (a) an amount equal to any extraordinary or
non-recurring loss plus any net loss realized in connection with an Asset Sale,
(b) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, (c) Fixed Charges of such Person for
such period, (d) depreciation, amortization (including amortization of goodwill
and other intangibles) and all other non-cash charges (excluding any such
non-cash charge to the extent that it represents an accrual of or reserve for
cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries
for such period, (e) net periodic post-retirement benefits, (f) other income or
expense net as set forth on the face of such Person's statement of operations,
(g) expenses and charges of the Company related to the Recapitalization, the New
Credit Facility and the 








                                       3
<PAGE>   12


application of the proceeds thereof which are paid, taken or otherwise accounted
for within 90 days of the consummation of the Merger, and (h) any
non-capitalized transaction costs incurred in connection with actual or proposed
financings, acquisition or divestitures (including, but not limited to,
financing and refinancing fees and costs incurred in connection with the
Recapitalization), in each case, on a consolidated basis and determined in
accordance with GAAP. Notwithstanding the foregoing, the provision for taxes
based on the income or profits of, the Fixed Charges of, and the depreciation
and amortization and other non-cash charges of, a Restricted Subsidiary of a
Person shall be added to Consolidated Net Income to compute Consolidated Cash
Flow only to the extent (and in the same proportion) that Net Income of such
Restricted Subsidiary was included in calculating the Consolidated Net Income of
such Person.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication, (a) the interest expense of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP (including amortization of original issue
discount, non-cash interest payments, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Indebtedness, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments, if any, pursuant to Hedging Obligations; provided that in no event
shall any amortization of deferred financing costs be included in Consolidated
Interest Expense); and (b) the consolidated capitalized interest of such Person
and its Restricted Subsidiaries for such period, whether paid or accrued;
provided, however, that Receivables Fees shall be deemed not to constitute
Consolidated Interest Expense. Notwithstanding the foregoing, the Consolidated
Interest Expense with respect to any Restricted Subsidiary that is not a Wholly
Owned Restricted Subsidiary shall be included only to the extent (and in the
same proportion) that the net income of such Restricted Subsidiary was included
in calculating Consolidated Net Income.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (a) the Net Income (or loss) of any Person that is not
a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary
thereof, (b) the Net Income (or loss) of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income (or loss) is not
at the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted
Subsidiary, (c) the Net Income (or loss) of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded and (d) the cumulative effect of a change in accounting principles
shall be excluded.

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

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.











                                       4
<PAGE>   13


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

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

         "Depositary" means The Depository Trust Company.

         "Designated Noncash Consideration" means the fair market value of
non-cash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, executed by the principal executive officer
and the principal financial officer of the Company, less the amount of cash or
Cash Equivalents received in connection with a sale of such Designated Noncash
Consideration.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable), or upon the happening of any event (other than any event solely
within the control of the issuer thereof), matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, is exchangeable for
Indebtedness (except to the extent exchangeable at the option of such Person
subject to the terms of any debt instrument to which such Person is a party) or
redeemable at the option of the Holder thereof, in whole or in part, on or prior
to the date on which the Notes mature; provided that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require the Company to repurchase such Capital Stock upon the
occurrence of a Change of Control or an Asset Sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07, and provided
further that, if such Capital Stock is issued to any plan for the benefit of
employees of the Company or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Company in order to satisfy
applicable statutory or regulatory obligations.

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

         "Domestic Subsidiary" means a Subsidiary that is organized under the
laws of the United States or any State, district or territory thereof.

         "Eligible Institution" means a commercial banking institution that has
combined capital and surplus not less than $100.0 million or its equivalent in
foreign currency, whose short-term debt is rated "A-3" or higher according to
Standard & Poor's Ratings Group ("S&P") or "P-2" or higher according to Moody's
Investor Services, Inc. ("Moody's") or carrying an equivalent rating by a
nationally recognized rating agency if both of the two named rating agencies
cease publishing ratings of investments.

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









                                       5
<PAGE>   14



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

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

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

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

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

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

         "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of (a) the Consolidated Interest Expense of such
Person for such period and (b) all dividend payments on any series of preferred
stock of such Person (other than dividends payable solely in Equity Interests
that are not Disqualified Stock), in each case, on a consolidated basis and in
accordance with GAAP.

         "Fixed Charge Coverage Ratio" means, with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
(exclusive of amounts attributable to discontinued operations, as determined in
accordance with GAAP, or operations and businesses disposed of prior to the
Calculation Date (as defined)) to the Fixed Charges of such Person for such
period (exclusive of amounts attributable to discontinued operations, as
determined in accordance with GAAP, or operations and businesses disposed of
prior to the Calculation Date). In the event that the referrent Person or any of
its Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other
than revolving credit borrowings) or issues or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable four-quarter reference period. In addition, for
purposes of making the computation referred to above, acquisitions that have
been made by the Company or any of its Subsidiaries, including all mergers or
consolidations and any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be calculated to include the Consolidated Cash Flow of
the acquired entities on a pro forma basis after giving effect to cost savings
resulting from employee terminations, facilities consolidations and closings,
standardization of employee benefits and compensation practices, consolidation
of property, casualty and other insurance coverage and policies, standardization
of sales and distribution methods, reductions in taxes other than income taxes
and other cost savings reasonably expected to be realized from such acquisition,
as determined in good faith by an officer of the Company (regardless of whether
such cost savings could then be reflected in pro forma financial statements
under GAAP, Regulation S-X promulgated by the Commission or any other regulation
or policy of the Commission) and without giving effect to clause (c) of the
proviso set forth in the definition of Consolidated Net Income, and shall be
deemed to have occurred on the first day of the four-quarter reference period
and Consolidated Cash Flow for such reference period shall be calculated.







                                       6
<PAGE>   15



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

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

         "Guarantors" means (i) each of the Domestic Subsidiaries of the Company
(other than Thermadyne Receivables, Inc.) that is a Restricted Subsidiary on the
date of the Indenture and (ii) any other Subsidiary that executes a Note
Guarantee in accordance with the provisions of the Indenture.

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

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

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

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

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

         "Holdings" means Thermadyne Holdings Corporation, a Delaware
corporation, the corporate parent of the Company, or its successors.

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

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











                                       7
<PAGE>   16


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

         "Issuers" means, collectively, the Company and Thermadyne Capital
Corp., a wholly owned subsidiary of the Company.

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

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees by the referent Person of, and Liens on any
assets of the referent Person securing, Indebtedness or other obligations of
other Persons), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP, provided that an investment by the Company for consideration consisting of
common equity securities of the Company shall not be deemed to be an Investment.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.07 hereof.

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

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

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

         "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Management Loans" means one or more loans by the Company or Holdings
to officers and/or directors of the Company and any of its Restricted
Subsidiaries to finance the purchase by such officers and directors of common
stock of Holdings; provided, however, that the aggregate principal amount of all
such Management Loans outstanding at any time shall not exceed $5.0 million.









                                       8
<PAGE>   17


         "Merger" means the merger of Mercury Acquisition Corp., a Delaware
corporation, with and into Holdings on or prior to the date of issuance of the
Notes.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (a) any gain (or
loss), together with any related provision for taxes on such gain (or loss),
realized in connection with (i) any Asset Sale (including, without limitation,
dispositions pursuant to sale and leaseback transactions) or (ii) the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries and (b) any extraordinary or nonrecurring gain (or loss), together
with any related provision for taxes on such extraordinary or nonrecurring gain
(or loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of,
without duplication, (a) the direct costs relating to such Asset Sale
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions, recording fees, title transfer fees and appraiser fees
and cost of preparation of assets for sale) and any relocation expenses incurred
as a result thereof, (b) taxes paid or payable as a result thereof (after taking
into account any available tax credits or deductions and any tax sharing
arrangements), (c) amounts required to be applied to the repayment of
Indebtedness (other than revolving credit Indebtedness incurred pursuant to the
New Credit Facility) secured by a Lien on the asset or assets that were the
subject of such Asset Sale and (d) any reserve established in accordance with
GAAP or any amount placed in escrow, in either case for adjustment in respect of
the sale price of such asset or assets until such time as such reserve is
reversed or such escrow arrangement is terminated, in which case Net Proceeds
shall include only the amount of the reserve so reversed or the amount returned
to the Company or its Restricted Subsidiaries from such escrow arrangement, as
the case may be.

         "New Credit Facility" means that certain Credit Agreement, dated as of
May 22, 1998, by and among the Company and certain of its foreign subsidiaries,
Donaldson, Lufkin & Jenrette Securities Corporation, as arranger, DLJ Capital
Funding, Inc., as syndication agent, and ABN AMRO Bank N.V., Chicago Branch, as
administrative agent, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and, in
each case, as amended, modified, renewed, refunded, replaced or refinanced from
time to time, including, without limitation, any agreement (i) extending or
shortening the maturity of any Indebtedness incurred thereunder or contemplated
thereby, (ii) adding or deleting borrowers or guarantors thereunder, (iii)
increasing the amount of Indebtedness incurred thereunder or available to be
borrowed thereunder, provided that on the date such Indebtedness is incurred it
would not be prohibited by clause (i) of Section 4.09 hereof or (iv) otherwise
altering the terms and conditions thereof. Indebtedness under the New Credit
Facility outstanding on the date on which Notes are first issued and
authenticated under this Indenture shall be deemed to have been incurred on such
date in reliance on the first paragraph of Section 4.09 hereof.

         "Non-Recourse Debt" means Indebtedness (i) no default with respect to,
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (ii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock (other than the stock
of an Unrestricted Subsidiary pledged by the Company to secure debt of such
Unrestricted Subsidiary) or assets of the Company or any of its Restricted
Subsidiaries; provided that in no event shall Indebtedness of any Unrestricted
Subsidiary fail to be Non-Recourse Debt solely as a result of any default
provisions contained 







                                       9
<PAGE>   18


in a guarantee thereof by the Company or any of its Restricted Subsidiaries if
the Company or such Restricted Subsidiary was otherwise permitted to incur such
guarantee pursuant to this Indenture.

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

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

         "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and the Notes, including any subsequent
Guarantees executed pursuant to the provisions of this Indenture.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture.

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

         "Offerings" means the offering of the Notes by the Issuers and the
concurrent offering of senior discount debentures by Holdings.

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

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Sections 12.04 and 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Sections
12.04 and 12.05 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

         "Pari Passu Indebtedness" means Indebtedness of the Company that ranks
pari passu in right of payment to the Notes.

         "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

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

         "Permitted Business" means any business in which the Company and its
Restricted Subsidiaries are engaged on the date of this Indenture or any
business reasonably related, incidental or ancillary thereto.

         "Permitted Investments" means (a) any Investment in the Company or in a
Restricted Subsidiary of the Company, (b) any Investment in cash or Cash
Equivalents, (c) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment (i) such Person
becomes a Restricted Subsidiary of the Company or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Wholly 










                                       10
<PAGE>   19


Owned Restricted Subsidiary of the Company, (d) any Investment made as a result
of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with Section 4.10 hereof, (e) any Investment
acquired solely in exchange for Equity Interests (other than Disqualified Stock)
of the Company, (f) any Investment in a Person engaged in a Permitted Business
(other than an Investment in an Unrestricted Subsidiary) having an aggregate
fair market value, taken together with all other Investments made pursuant to
this clause (f) that are at that time outstanding, not to exceed 15% of Total
Assets at the time of such Investment (with the fair market value of each
Investment being measured at the time made and without giving effect to
subsequent changes in value), (g) Investments relating to any special purpose
Wholly Owned Subsidiary of the Company organized in connection with a
Receivables Facility that, in the good faith determination of the board of
directors of the Company, are necessary or advisable to effect such Receivables
Facility and (h) the Management Loans.

         "Permitted Liens" means: (i) Liens on property of a Person existing at
the time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary, provided that such Liens were not incurred in
contemplation of such merger or consolidation and do not secure any property or
assets of the Company or any Restricted Subsidiary other than the property or
assets subject to the Liens prior to such merger or consolidation; (ii) Liens
existing on the date of this Indenture; (iii) Liens securing Indebtedness
consisting of Capitalized Lease Obligations, purchase money Indebtedness,
mortgage financings, industrial revenue bonds or other monetary obligations, in
each case incurred solely for the purpose of financing all or any part of the
purchase price or cost of construction or installation of assets used in the
business of the Company or its Restricted Subsidiaries, or repairs, additions or
improvements to such assets, provided that (A) such Liens secure Indebtedness in
an amount not in excess of the original purchase price or the original cost of
any such assets or repair, additional or improvement thereto (plus an amount
equal to the reasonable fees and expenses in connection with the incurrence of
such Indebtedness), (B) such Liens do not extend to any other assets of the
Company or its Restricted Subsidiaries (and, in the case of repair, addition or
improvements to any such assets, such Lien extends only to the assets (and
improvements thereto or thereon) repaired, added to or improved), (C) the
Incurrence of such Indebtedness is permitted by Section 4.09 hereof and (D) such
Liens attach within 365 days of such purchase, construction, installation,
repair, addition or improvement; (iv) Liens to secure any refinancings,
renewals, extensions, modification or replacements (collectively, "refinancing")
(or successive refinancings), in whole or in part, of any Indebtedness secured
by Liens referred to in the clauses above so long as such Lien does not extend
to any other property (other than improvements thereto); (v) Liens securing
letters of credit entered into in the ordinary course of business and consistent
with past business practice; (vi) Liens on and pledges of the capital stock of
any Unrestricted Subsidiary securing Non-Recourse Debt of such Unrestricted
Subsidiary; (vii) Liens securing Indebtedness (including all Obligations) under
the New Credit Facility; and (viii) other Liens securing Indebtedness that is
permitted by the terms of this Indenture to be outstanding having an aggregate
principal amount at any one time outstanding not to exceed $50.0 million.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that (a) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount of
(or accreted value, if applicable), plus premium, if any, and accrued interest
on the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount of reasonable expenses incurred in connection
therewith), (b) such Permitted Refinancing Indebtedness has a final maturity
date no earlier than the final maturity date of, and has a Weighted Average Life
to Maturity equal to or greater than the Weighted Average Life to Maturity of,
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded, and (c) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right 













                                       11
<PAGE>   20




of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated
in right of payment to, the Notes on terms at least as favorable, taken as a
whole, to the Holders of Notes as those contained in the documentation governing
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

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

         "Principals" means DLJMB.

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

         "Public Equity Offering" means any issuance of membership interests by
the Company (other than to Holdings and other than Disqualified Stock) or common
stock or preferred stock by Holdings (other than Disqualified Stock) that is
registered pursuant to the Securities Act, other than issuances registered on
Form S-8 and issuances registered on Form S-4, excluding issuances of membership
interests or common stock pursuant to employee benefit plans of Holdings or the
Company or otherwise as compensation to employees of the Company or Holdings.

         "Qualified Proceeds" means any of the following or any combination of
the following: (i) cash; (ii) Cash Equivalents; (iii) assets that are used or
useful in a Permitted Business; and (iv) the Capital Stock of any Person engaged
in a Permitted Business if, in connection with the receipt by the Company or any
Restricted Subsidiary of the Company of such Capital Stock, (A) such Person
becomes a Restricted Subsidiary of the Company or any Restricted Subsidiary of
the Company or (B) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or any Restricted Subsidiary of the Company.

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

         "Recapitalization" means the Acquisition, the Merger and the Offerings.

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

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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of May 22, 1998, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time, and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.








                                       12
<PAGE>   21



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

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend, if applicable, and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

         "Related Party" means, with respect to any Principal, (i) any
controlling stockholder or partner of such Principal on the date of this
Indenture, or (ii) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding
(directly or through one or more Subsidiaries) a 51% or more controlling
interest of which consist of the Principals and/or such other Persons referred
to in the immediately preceding clauses (i) or (ii).

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

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

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

         "Restricted Investment" means an Investment other than a Permitted
Investment.

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

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

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

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

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

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

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










                                       13
<PAGE>   22


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

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

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership or limited liability company (i) the sole
general partner or the managing general partner or managing member of which is
such Person or a Subsidiary of such Person or (ii) the only general partners or
managing members of which are such Person or of one or more Subsidiaries of such
Person (or any combination thereof).

         "Tax Sharing Agreement" means any tax sharing agreement or arrangement
between the Company and Holdings, as the same may be amended from time to time;
provided that in no event shall the amount permitted to be paid pursuant to all
such agreements and/or arrangements exceed the amount the Company would be
required to pay for income taxes were it to file a consolidated tax return for
itself and its consolidated Restricted Subsidiaries as if it were a corporation
that was a parent of a consolidated group.

         "Thermadyne" means the Company.

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

         "Total Assets" means the total consolidated assets of the Company and
its Restricted Subsidiaries, as shown on the most recent balance sheet
(excluding the footnotes thereto) of the Company.

         "Treasury Rate" means, as of any redemption date, the yield to maturity
as of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to June 1, 2003; provided
that if the period from the redemption date to June 1, 2003 is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.

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

         "Unrestricted Global Note" means a permanent global Note in the form of
Exhibit A-1 attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the 








                                       14
<PAGE>   23


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

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

         "Unrestricted Subsidiary" means any Subsidiary (other than Thermadyne
Capital) that is designated by the board of directors as an Unrestricted
Subsidiary pursuant to a board resolution, but only to the extent that such
Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not
party to any agreement, contract, arrangement or understanding with the Company
or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (c) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (i) to subscribe for additional Equity
Interests (other than Investments described in clause (g) of the definition of
Permitted Investments) or (ii) to maintain or preserve such Person's financial
condition or to cause such Person to achieve any specified levels, of operating
results; and (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries. Any such designation by the board of directors shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the board
resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions and was
permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary
would fail to meet the foregoing requirements as a Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred
by a Restricted Subsidiary of the Company as of such date (and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.09
hereof, the Company shall be in default of such covenant). The board of
directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that such designation shall be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness is permitted under
Section 4.09 hereof and (ii) no Default or Event of Default would be in
existence following such designation.

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

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

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










                                       15
<PAGE>   24


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

SECTION 1.02      OTHER DEFINITIONS.

<TABLE>
<CAPTION>




                                                                          Defined in
    Term                                                                   Section

<S>                                                                         <C>  
"Affiliate Transaction"......................................................4.11
"Asset Sale".................................................................4.10
"Asset Sale Offer"...........................................................3.09
"Authentication Order".......................................................2.02
"Bankruptcy Law".............................................................4.01
"Change of Control Offer"....................................................4.15
"Change of Control Payment"..................................................4.15
"Change of Control Payment Date" ............................................4.15
"Covenant Defeasance"........................................................8.03
"Designated Senior Indebtedness".............................................10.02
"Event of Default"...........................................................6.01
"Excess Proceeds"............................................................4.10
"incur"......................................................................4.09
"Legal Defeasance" ..........................................................8.02
"Offer Amount"...............................................................3.09
"Offer Period"...............................................................3.09
"Paying Agent"...............................................................2.03
"Permitted Junior Securities"................................................10.02
"Permitted Indebtedness".....................................................4.09
"Purchase Date"..............................................................3.09
"Registrar"..................................................................2.03
"Restricted Payments"........................................................4.07
"Representative".............................................................10.02
"Senior Indebtedness"........................................................10.02
</TABLE>


SECTION 1.03.     INCORPORATION OF TIA PROVISIONS

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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







                                       16
<PAGE>   25



         "obligor" on the Notes and the Note Guarantees means the Issuers and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

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

SECTION 1.04.     RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

                              (3)   "or" is not exclusive;

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01.     FORM AND DATING.

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

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

          (b) Global Notes.

           Notes issued in global form shall be substantially in the form of
Exhibit A-1 attached hereto (including the Global Note Legend thereon and the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes
issued in definitive form shall be substantially in the form of Exhibit A-1
attached hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and 










                                       17
<PAGE>   26



that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the Note Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

         (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of Exhibit A-2 attached
hereto, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Cedel Bank, duly executed by the Issuers and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Cedel Bank certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note, all as contemplated by Section
2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Issuers.
Following the termination of the Restricted Period, beneficial interests in the
Regulation S Temporary Global Note shall be exchanged for beneficial interests
in Regulation S Permanent Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Notes,
the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate
principal amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

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

SECTION 2.02.     EXECUTION AND AUTHENTICATION.

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

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

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

         The Trustee shall, upon a written order of the Issuers signed by one
Officer (an "Authentication Order"), authenticate Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes plus Notes
issued to pay Liquidated Damages pursuant to paragraph 2 of the Notes. The











                                       18
<PAGE>   27



aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

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

SECTION 2.03.     REGISTRAR AND PAYING AGENT.

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

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

         The Issuers initially appoint the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05.     HOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Issuers shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuers shall otherwise comply with TIA ss. 312(a).






                                       19
<PAGE>   28



SECTION 2.06.     TRANSFER AND EXCHANGE.

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

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

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

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






                                       20
<PAGE>   29


              to the beneficial interest to be transferred or exchanged and (2)
              instructions given in accordance with the Applicable Procedures
              containing information regarding the Participant account to be
              credited with such increase or (B) (1) a written order from a
              Participant or an Indirect Participant given to the Depositary in
              accordance with the Applicable Procedures directing the Depositary
              to cause to be issued a Definitive Note in an amount equal to the
              beneficial interest to be transferred or exchanged and (2)
              instructions given by the Depositary to the Registrar containing
              information regarding the Person in whose name such Definitive
              Note shall be registered to effect the transfer or exchange
              referred to in (1) above; provided that in no event shall
              Definitive Notes be issued upon the transfer or exchange of
              beneficial interests in the Regulation S Temporary Global Note
              prior to (x) the expiration of the Restricted Period and (y) the
              receipt by the Registrar of any certificates required pursuant to
              Rule 903 under the Securities Act. Upon consummation of an
              Exchange Offer by the Issuers in accordance with Section 2.06(f)
              hereof, the requirements of this Section 2.06(b)(ii) shall be
              deemed to have been satisfied upon receipt by the Registrar of the
              instructions contained in the Letter of Transmittal delivered by
              the Holder of such beneficial interests in the Restricted Global
              Notes. Upon satisfaction of all of the requirements for transfer
              or exchange of beneficial interests in Global Notes contained in
              this Indenture and the Notes or otherwise applicable under the
              Securities Act, the Trustee shall adjust the principal amount of
              the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

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

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

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

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

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









                                       21
<PAGE>   30



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

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

                      (D) the Registrar receives the following:

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

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

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

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

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

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

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

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

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










                                       22
<PAGE>   31



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

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

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

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

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

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h) hereof, and the Issuers shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

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

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











                                       23
<PAGE>   32



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

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

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

                      (D) the Registrar receives the following:

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

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

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

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




                                       24
<PAGE>   33


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

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

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

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

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

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

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

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

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

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

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








                                       25
<PAGE>   34



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

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

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

                      (D) the Registrar receives the following:

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

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

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

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

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

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








                                       26
<PAGE>   35



          (e)    Transfer and Exchange of Definitive Notes for Definitive Notes.

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

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

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

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

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

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

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

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

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

                      (D) the Registrar receives the following:








                                       27
<PAGE>   36


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

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

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

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

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

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

                  (i)      Private Placement Legend.

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

              "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
              U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
              AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
              TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR













                                       28
<PAGE>   37


              BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
              SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
              HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
              INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
              ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE
              TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
              ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
              DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OR REGULATION D UNDER
              THE SECURITIES ACT (AN "IAI")), (2) AGREES THAT IT WILL NOT RESELL
              OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS OR ANY
              OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY
              BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
              ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
              144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF
              RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION
              MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E)
              TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
              SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
              RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE
              OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF
              AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
              OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS
              IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH
              ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
              SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
              THE ISSUERS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
              STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
              SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
              APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO
              EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED
              A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED
              HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
              THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
              SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
              TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
              VIOLATION OF THE FOREGOING."

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

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

              "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
              INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
              BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
              TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
              MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
              SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE










                                       29
<PAGE>   38



              EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
              THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
              TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
              AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
              DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THERMADYNE MFG. LLC
              AND THERMADYNE CAPITAL CORPORATION."

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

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

                  (iv)     [Intentionally omitted]

                  (v)      [Intentionally omitted]

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

          (i)     General Provisions Relating to Transfers and Exchanges.

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

                  (ii) No service charge shall be made to a holder of a
              beneficial interest in a Global Note or to a Holder of a
              Definitive Note for any registration of transfer or exchange, but
              the Issuers may require payment of a sum sufficient to cover any
              transfer tax or similar governmental charge payable in connection
              therewith (other than any such transfer taxes or similar
              governmental charge payable upon exchange or transfer pursuant to
              Sections 3.06, 3.09, 4.10 and 4.14 hereof).






                                       30
<PAGE>   39



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

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

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

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

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

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

SECTION 2.07.     REPLACEMENT NOTES

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

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

SECTION 2.08.     OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding 











                                       31
<PAGE>   40


because the Issuers or an Affiliate of the Issuers holds the Note; however,
Notes held by the Issuers or a Subsidiary of the Issuers shall not be deemed to
be outstanding for purposes of Section 3.07 hereof.

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

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

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

SECTION 2.09.     TREASURY NOTES.

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

SECTION 2.10.     TEMPORARY NOTES

Until certificates representing Notes are ready for delivery, the Issuers may
prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Issuers consider
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.
         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11.     CANCELLATION.

         The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Issuers. The Issuers may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12.     DEFAULTED INTEREST.

         If the Issuers default in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Issuers shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date










                                       32
<PAGE>   41


shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Issuers (or, upon
the written request of the Issuers, the Trustee in the name and at the expense
of the Issuers) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01.     NOTICES TO TRUSTEE.

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

SECTION 3.02.     SELECTION OF NOTES TO BE REDEEMED

         If less than all of the Notes are to be redeemed at any time, selection
of Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by
lot or by such method as the Trustee shall deem fair and appropriate; provided
that no Notes of $1,000 or less shall be redeemed in part.

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

SECTION 3.03.     NOTICE OF REDEMPTION

         Subject to the provisions of Section 3.09 hereof, notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address. If any Note is to be redeemed in part only, the notice of redemption
that relates to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to
accrue on Notes or portions of them called for redemption.

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

          (a)     the redemption date;

          (b)     the redemption price;





                                       33
<PAGE>   42



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

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

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

          (f) that, unless the Issuers defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

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

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

         At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense; provided, however, that
the Issuers shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

SECTION 3.04.     EFFECT OF NOTICE OF REDEMPTION

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

SECTION 3.05.     DEPOSIT OF REDEMPTION PRICE

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

         If the Issuers comply with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Issuers to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest and Liquidated
Damages, if any, not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.





                                       34
<PAGE>   43



SECTION 3.06.     NOTES REDEEMED IN PART.

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

SECTION 3.07.     OPTIONAL REDEMPTION.

          (a) Except as provided below, the Notes will not be redeemable at the
Issuers' option prior to June 1, 2003. Thereafter, the Notes will be subject to
redemption at any time at the option of the Issuers, in whole or in part, upon
not less than 30 nor more than 60 days' notice, in cash at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on June 1
of the years indicated below:

<TABLE>
<CAPTION>




YEAR                                                    PERCENTAGE
----                                                    ----------

<S>                                                      <C>      
2003......................................................104.938%
2004......................................................103.292%
2005......................................................101.646%
2006 and thereafter.......................................100.000%
</TABLE>


         Notwithstanding the foregoing, on or prior to June 1, 2001, the Issuers
may redeem up to 35% of the aggregate principal amount of Notes ever issued
under this Indenture in cash at a redemption price of 109.875% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the redemption date, with the net cash proceeds of one or more Public
Equity Offerings; provided that at least 65% of the aggregate principal amount
of Notes ever issued under this Indenture remains outstanding immediately after
the occurrence of any such redemption; and provided further that such redemption
shall occur within 90 days of the date of the closing of any such Public Equity
Offering.

          In addition, at any time prior to June 1, 2003, the Issuers may, at
their option upon the occurrence of a Change of Control, redeem the Notes, in
whole but not in part, upon not less than 30 nor more than 60 days' prior notice
(but in no event may any such redemption occur more than 60 days after the
occurrence of such Change of Control), in cash at a redemption price equal to
(i) the present value of the sum of all the remaining interest (excluding
accrued and unpaid interest, if any), premium and principal payments that would
become due on the Notes as if the Notes were to remain outstanding and be
redeemed on June 1, 2003, computed using a discount rate equal to the Treasury
Rate plus 50 basis points, plus (ii) accrued and unpaid interest and Liquidated
Damages, if any, to the date of redemption.

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










                                       35
<PAGE>   44



SECTION 3.08.     MANDATORY REDEMPTION.

         The Issuers are not required to make mandatory redemption of, or
sinking fund payments with respect to, the Notes.

SECTION 3.09.     OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

         In the event that, pursuant to Section 4.10 hereof, the Issuers shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

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

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

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

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

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

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

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

          (e) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may only elect to have all of such Note purchased and may not
elect to have only a portion of such Note purchased;

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









                                       36
<PAGE>   45


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

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

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

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

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

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01.     PAYMENT OF NOTES.

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

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








                                       37
<PAGE>   46


SECTION 4.02.     MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

SECTION 4.03.     REPORTS.

          Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to
the Holders of Notes (a) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by the Company's certified independent accountants and (b) all current reports
that would be required to be filed with the Commission on Form 8-K if the
Company were required to file such reports, in each case, within the time
periods specified in the Commission's rules and regulations. In addition,
following the consummation of the exchange offer contemplated by the
Registration Rights Agreement, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability within the
time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the
Issuers and the Guarantors have agreed that, for so long as any Notes remain
outstanding, it will furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 4.04.     COMPLIANCE CERTIFICATE.

          (a) The Issuers and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year have been made under the supervision of the signing Officers with a view to
determining whether the Issuers have kept, observed, performed and fulfilled
their obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to the best of his or her knowledge the
Issuers have kept, observed, performed and fulfilled each and every covenant












                                       38
<PAGE>   47



contained in this Indenture and are not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Issuers are taking or propose to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or interest
or Liquidated Damages, if any, on the Notes is prohibited or if such event has
occurred, a description of the event and what action the Issuers are taking or
propose to take with respect thereto.

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

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

SECTION 4.05.     TAXES.

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

SECTION 4.06.     STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07.     RESTRICTED PAYMENTS.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company or
dividends or distributions payable to the Company or any Wholly Owned Restricted
Subsidiary of the Company); (b) purchase, 












                                       39
<PAGE>   48


redeem or otherwise acquire or retire for value any Equity Interests of the
Company, any of its Restricted Subsidiaries or any other Affiliate of the
Company (other than any such Equity Interests owned by the Company or any
Restricted Subsidiary of the Company); (c) make any principal payment on or with
respect to, or purchase, redeem, defease or otherwise acquire or retire for
value, any Indebtedness of the Company that is subordinated in right of payment
to the Notes, except in accordance with the mandatory redemption or repayment
provisions set forth in the original documentation governing such Indebtedness
(but not pursuant to any mandatory offer to repurchase upon the occurrence of
any event); or (d) make any Restricted Investment (all such payments and other
actions set forth in clauses (a) through (d) above being collectively referred
to as "Restricted Payments"), unless, at the time of and after giving effect to
such Restricted Payment:

                  (i)  no Default or Event of Default shall have occurred and be
              continuing or would occur as a consequence thereof; and

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

                  (iii) such Restricted Payment, together with the aggregate
              amount of all other Restricted Payments made by the Company and
              its Restricted Subsidiaries after the date of this Indenture
              (excluding Restricted Payments permitted by clauses (a) (to the
              extent that the declaration of any dividend referred to therein
              reduces amounts available for Restricted Payments pursuant to this
              clause (iii)), (b), (c), (e) through (j), (l), (m), (p), (q) and
              (r) of the next succeeding paragraph), is less than the sum,
              without duplication, of (A) 50% of the Consolidated Net Income of
              the Company for the period (taken as one accounting period)
              commencing July 1, 1998 to the end of the Company's most recently
              ended fiscal quarter for which internal financial statements are
              available at the time of such Restricted Payment (or, if such
              Consolidated Net Income for such period is a deficit, less 100% of
              such deficit), plus (B) 100% of the Qualified Proceeds received by
              the Company on or after the date of this Indenture from
              contributions to the Company's capital or from the issue or sale
              on or after the date of this Indenture of Equity Interests of the
              Company or of Disqualified Stock or convertible debt securities of
              the Company to the extent that they have been converted into such
              Equity Interests (other than Equity Interests, Disqualified Stock
              or convertible debt securities sold to a Subsidiary of the Company
              and other than Disqualified Stock or convertible debt securities
              that have been converted into Disqualified Stock), plus (C) the
              amount equal to the net reduction in Investments in Persons after
              the date of this Indenture who are not Restricted Subsidiaries
              (other than Permitted Investments) resulting from (x) Qualified
              Proceeds received as a dividend, repayment of a loan or advance or
              other transfer of assets (valued at the fair market value thereof)
              to the Company or any Restricted Subsidiary from such Persons, (y)
              Qualified Proceeds received upon the sale or liquidation of such
              Investment and (z) the redesignation of Unrestricted Subsidiaries
              (other than any Unrestricted Subsidiary designated as such
              pursuant to clause (k) or (o) of the following paragraph) whose
              assets are used or useful in, or which is engaged in, one or more
              Permitted Business as Restricted Subsidiaries (valued
              (proportionate to the Company's equity interest in such
              Subsidiary) at the fair market value of the net assets of such
              Subsidiary at the time of such redesignation).









                                       40
<PAGE>   49



         The foregoing provisions will not prohibit:

          (a) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of this Indenture;

          (b) (i) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
(the "Retired Capital Stock") in exchange for, or out of the net cash proceeds
of the substantially concurrent sale (other than to a Subsidiary of the Company)
of, other Equity Interests of the Company (other than any Disqualified Stock)
(the "Refunding Capital Stock"), provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (iii)(B) of the
preceding paragraph and (ii) if immediately prior to the retirement of Retired
Capital Stock, the declaration and payment of dividends thereon was permitted
under clause (f) of this paragraph, the declaration and payment of dividends on
the Refunding Capital Stock in an aggregate amount per year no greater than the
aggregate amount of dividends per annum that was declarable and payable on such
Retired Capital Stock immediately prior to such retirement; provided that, at
the time of the declaration of any such dividends, no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence
thereof;

          (c) the defeasance, redemption, repurchase, retirement or other
acquisition of subordinated Indebtedness of the Company with the net cash
proceeds from an incurrence of, or in exchange for, Permitted Refinancing
Indebtedness;

          (d) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company or Holdings held by any member of
Holdings' or the Company's (or any of its Restricted Subsidiaries') management
pursuant to any management equity subscription agreement or stock option
agreement and any dividend to Holdings to fund any such repurchase, redemption,
acquisition or retirement, provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed (x)
$7.5 million in any calendar year (with unused amounts in any calendar year
being carried over to succeeding calendar years subject to a maximum (without
giving effect to the following clause (y)) of $15.0 million in any calendar
year), plus (y) the aggregate cash proceeds received by the Company during such
calendar year from any reissuance of Equity Interests by the Company or Holdings
to members of management of the Company and its Restricted Subsidiaries and (ii)
no Default or Event of Default shall have occurred and be continuing immediately
after such transaction;

          (e) payments and transactions in connection with the Recapitalization,
the New Credit Facility (including commitment, syndication and arrangement fees
payable thereunder) and the application of the proceeds thereof, and the payment
of fees and expenses with respect thereto;

          (f) the declaration and payment of dividends to holders of any class
or series of preferred stock (other than Disqualified Stock), provided that, at
the time of such issuance, after giving effect to such issuance on a pro forma
basis, the Fixed Charge Coverage Ratio for the Company for the most recently
ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date of such issuance would have been no
less than 2.0 to 1;

          (g) the payment of dividends or the making of loans or advances by the
Company to Holdings not to exceed $5.0 million in any fiscal year for costs and
expenses incurred by Holdings in its capacity as a holding company or for
services rendered by Holdings on behalf of the Company;









                                       41
<PAGE>   50



          (h) payments or distributions to Holdings pursuant to any Tax Sharing
Agreement;

          (i) the payment of dividends by a Restricted Subsidiary on any class
of common stock of such Restricted Subsidiary if (i) such dividend is paid pro
rata to all holders of such class of common stock and (ii) at least 51% of such
class of common stock is held by the Company or one or more of its Restricted
Subsidiaries;

          (j) the repurchase of any class of common stock of a Restricted
Subsidiary if (i) such repurchase is made pro rata with respect to such class of
common stock and (ii) at least 51% of such class of common stock is held by the
Company or one or more of its Restricted Subsidiaries;

          (k) any other Restricted Investment made in a Permitted Business
which, together with all other Restricted Investments made pursuant to this
clause (k) since the date of this Indenture, does not exceed $25.0 million (in
each case, after giving effect to all subsequent reductions in the amount of any
Restricted Investment made pursuant to this clause (k), either as a result of
(i) the repayment or disposition thereof for cash or (ii) the redesignation of
an Unrestricted Subsidiary as a Restricted Subsidiary (valued proportionate to
the Company's equity interest in such Subsidiary at the time of such
redesignation) at the fair market value of the net assets of such Subsidiary at
the time of such redesignation), in the case of clause (i) and (ii), not to
exceed the amount of such Restricted Investment previously made pursuant to this
clause (k); provided that no Default or Event of Default shall have occurred and
be continuing immediately after making such Restricted Investment;

          (l) the declaration and payment of dividends to holders of any class
or series of Disqualified Stock of the Company or any Restricted Subsidiary
issued on or after the date of this Indenture in accordance with Section 4.09
herein; provided that no Default or Event of Default shall have occurred and be
continuing immediately after making such Restricted Payment;

          (m) repurchases of Equity Interests deemed to occur upon exercise of
stock options if such Equity Interests represent a portion of the exercise price
of such options;

          (n) the payment of dividends or distributions on the Company's
membership interests, following the first public offering of the Company's
membership interests or Holdings' common stock after the date of this Indenture,
of up to 6.0% per annum of (i) the net proceeds received by the Company from
such public offering of its membership interests or (ii) the net proceeds
received by the Company from such public offering of Holdings' common stock as
common equity or preferred equity (other than Disqualified Stock), other than,
in each case, with respect to public offerings with respect to the Company's
membership interests or Holdings' common stock registered on Form S-8; provided
that no Default or Event of Default shall have occurred and be continuing
immediately after any such payment of dividends or distributions;

          (o) any other Restricted Payment which, together with all other
Restricted Payments made pursuant to this clause (o) since the date of this
Indenture, does not exceed $25.0 million (in each case, after giving effect to
all subsequent reductions in the amount of any Restricted Investment made
pursuant to this clause (o) either as a result of (i) the repayment or
disposition thereof for cash or (ii) the redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary (valued proportionate to the Company's
equity interest in such Subsidiary at the time of such redesignation) at the
fair market value of the net assets of such Subsidiary at the time of such
redesignation), in the case of clause (i) and (ii), not to exceed the amount of
such Restricted Investment previously made pursuant to this clause (o); provided
that no Default or Event of Default shall have occurred and be continuing
immediately after making such Restricted Payment;









                                       42
<PAGE>   51



          (p) the pledge by the Company of the Capital Stock of an Unrestricted
Subsidiary of the Company to secure Non-Recourse Debt of such Unrestricted
Subsidiary;

          (q) the purchase, redemption or other acquisition or retirement for
value of any Equity Interests of any Restricted Subsidiary issued after the date
of this Indenture, provided that the aggregate price paid for any such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed the
sum of (i) the amount of cash and Cash Equivalents received by such Restricted
Subsidiary from the issue or sale thereof and (ii) any accrued dividends thereon
the payment of which would be permitted pursuant to clause (l) above;

          (r) distributions or payments of Receivables Fees; and

          (s) dividends or distributions to Holdings solely in connection with
the purchase, redemption or other acquisition or retirement for value of rights
issued pursuant to Holdings' Rights Plan as in effect on the date of this
Indenture.

         The board of directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if such designation would not cause
a Default. For purposes of making such designation, all outstanding Investments
by the Company and its Restricted Subsidiaries (except to the extent repaid in
cash) in the Subsidiary so designated will be deemed to be Restricted Payments
at the time of such designation and will reduce the amount available for
Restricted Payments under the first paragraph of this covenant. All such
outstanding Investments will be deemed to constitute Restricted Investments in
an amount equal to the greater of (i) the net book value of such Investments at
the time of such designation and (ii) the fair market value of such Investments
at the time of such designation. Such designation will only be permitted if such
Restricted Investment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

         The amount of (i) all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment
and (ii) Qualified Proceeds (other than cash) shall be the fair market value on
the date of receipt thereof by the Company of such Qualified Proceeds. The fair
market value of any non-cash Restricted Payment shall be determined by the board
of directors of the Company whose resolution with respect thereto shall be
delivered to the Trustee. Not later than the date of making any Restricted
Payment, the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 4.07 were computed.

SECTION 4.08.    DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or
(B) with respect to any other interest or participation in, or measured by, its
profits, or (ii) pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries. However, the foregoing
restrictions will not apply to encumbrances or restrictions existing under or by
reason of (a) Existing Indebtedness as in effect on the date of this Indenture,
(b) the New Credit Facility as in effect as of the date of this Indenture, and
any amendments, modifications, restatements, 







                                       43
<PAGE>   52



renewals, increases, supplements, refundings, replacements or refinancings
thereof, (c) this Indenture and the Notes, (d) applicable law and any applicable
rule, regulation or order, (e) any agreement or instrument of a Person acquired
by the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent created in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred, (f) customary non-assignment provisions in leases entered into in
the ordinary course of business and consistent with past practices, (g) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (e) above on the property
so acquired, (h) contracts for the sale of assets, including, without
limitation, customary restrictions with respect to a Subsidiary pursuant to an
agreement that has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Subsidiary, (i)
Permitted Refinancing Indebtedness, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are, in the
good faith judgment of the Company's board of directors, not materially less
favorable, taken as a whole, to the Holders of the Notes than those contained in
the agreements governing the Indebtedness being refinanced, (j) secured
Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and
4.12 hereof that limit the right of the debtor to dispose of the assets securing
such Indebtedness, (k) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of
business, (l) other Indebtedness or Disqualified Stock of Restricted
Subsidiaries permitted to be incurred subsequent to the Issuance Date pursuant
to the provisions of Section 4.09 hereof, (m) customary provisions in joint
venture agreements and other similar agreements entered into in the ordinary
course of business, and (n) restrictions created in connection with any
Receivables Facility that, in the good faith determination of the board of
directors of the Company, are necessary or advisable to effect such Receivables
Facility.

SECTION 4.09.    INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

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


         The provisions of the first paragraph of this covenant will not apply
to the incurrence of any of the following items of Indebtedness (collectively,
"Permitted Indebtedness"):

          (i) the incurrence by the Company and its Restricted Subsidiaries of
Indebtedness under the New Credit Facility; provided that the aggregate
principal amount of all Indebtedness (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of the Company
and such Restricted Subsidiaries thereunder) then classified as having been
incurred in reliance upon this clause (i) 












                                       44
<PAGE>   53



that remains outstanding under the New Credit Facility after giving effect to
such incurrence does not exceed an amount equal to $430.0 million;

          (ii) the incurrence by the Company and its Restricted Subsidiaries of
Existing Indebtedness;

          (iii) the incurrence by the Issuers of Indebtedness represented by the
Notes and this Indenture and by the Guarantors of Indebtedness represented by
the Note Guarantees;

          (iv) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Expenditure Indebtedness,
Capital Lease Obligations or purchase money obligations, in each case, incurred
for the purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the business
of the Company or such Restricted Subsidiary, in an aggregate principal amount
(or accreted value, as applicable) not to exceed $40.0 million outstanding after
giving effect to such incurrence;

          (v) Indebtedness arising from agreements of the Company or any
Restricted Subsidiary providing for indemnification, adjustment of purchase
price or similar obligations, in each case, incurred or assumed in connection
with the disposition of any business, assets or a Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion
of such business, assets or Restricted Subsidiary for the purpose of financing
such acquisition; provided that (A) such Indebtedness is not reflected on the
balance sheet of the Company or any Restricted Subsidiary (contingent
obligations referred to in a footnote or footnotes to financial statements and
not otherwise reflected on the balance sheet will not be deemed to be reflected
on such balance sheet for purposes of this clause (A)) and (B) the maximum
assumable liability in respect of such Indebtedness shall at no time exceed the
gross proceeds including non-cash proceeds (the fair market value of such
non-cash proceeds being measured at the time received and without giving effect
to any subsequent changes in value) actually received by the Company and/or such
Restricted Subsidiary in connection with such disposition;

          (vi) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace Indebtedness (other
than intercompany Indebtedness) that was permitted by this Indenture to be
incurred;

          (vii) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and/or
any of its Restricted Subsidiaries; provided that (i) if the Company is the
obligor on such Indebtedness, such Indebtedness is expressly subordinated to the
prior payment in full in cash of all Obligations with respect to the Notes and
(ii)(A) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary thereof and (B) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of
such Indebtedness by the Company or such Restricted Subsidiary, as the case may
be, that was not permitted by this clause (vii);

          (viii) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging (A) interest rate risk with respect to any floating rate Indebtedness
that is permitted by the terms of this Indenture to be outstanding and (B)
exchange rate risk with respect to agreements or Indebtedness of such Person
payable denominated in a currency other than U.S. dollars, provided that such
agreements do not increase the Indebtedness of the 











                                       45
<PAGE>   54


obligor outstanding at any time other than as a result of fluctuations in
foreign currency exchange rates or interest rates or by reason of fees,
indemnities and compensation payable thereunder;

          (ix) the guarantee by the Company or any of its Restricted
Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this covenant;

          (x) the incurrence by the Company or any of its Restricted
Subsidiaries of Acquired Indebtedness in an aggregate principal amount (or
accreted value, as applicable) not to exceed $25.0 million outstanding after
giving effect to such incurrence;

          (xi) obligations in respect of performance and surety bonds and
completion guarantees provided by the Company or any Restricted Subsidiary in
the ordinary course of business; and

          (xii) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount (or
accreted value, as applicable) outstanding after giving effect to such
incurrence, including all Permitted Refinancing Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause (xii),
not to exceed $50.0 million.

         For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (i) through (xii)
above or is entitled to be incurred pursuant to the first paragraph of this
covenant, the Company shall, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this covenant and such item of
Indebtedness will be treated as having been incurred pursuant to only one of
such clauses or pursuant to the first paragraph hereof. In addition, the Company
may, at any time, change the classification of an item of Indebtedness (or any
portion thereof) to any other clause or to the first paragraph hereof provided
that the Company would be permitted to incur such item of Indebtedness (or such
portion thereof) pursuant to such other clause or the first paragraph hereof, as
the case may be, at such time of reclassification. Accrual of interest,
accretion or amortization of original issue discount will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant.

         All Indebtedness under the New Credit Facility outstanding on the date
on which Notes are first issued and authenticated under this Indenture shall be
deemed to have been incurred on such date in reliance on the first paragraph of
Section 4.09 hereof.

SECTION 4.10.     ASSET SALES

         The Company shall not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (a) the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the fair market value (evidenced by a
resolution of the board of directors set forth in an Officers' Certificate
delivered to the Trustee) of the assets or Equity Interests issued or sold or
otherwise disposed of and (b) at least 75% of the consideration therefor
received by the Company or such Restricted Subsidiary is in the form of (i) cash
or Cash Equivalents or (ii) property or assets that are used or useful in a
Permitted Business, or the Capital Stock of any Person engaged in a Permitted
Business if, as a result of the acquisition by the Company or any Restricted
Subsidiary thereof, such Person becomes a Restricted Subsidiary; provided that
the amount of (x) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet), of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any guarantee thereof) that are assumed by
the transferee of any such assets pursuant to a














                                       46
<PAGE>   55



customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability, (y) any securities, notes or other
obligations received by the Company or any such Restricted Subsidiary from such
transferee that are contemporaneously (subject to ordinary settlement periods)
converted by the Company or such Restricted Subsidiary into cash or Cash
Equivalents (to the extent of the cash or Cash Equivalents received), and (z)
any Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate fair market
value, taken together with all other Designated Noncash Consideration received
pursuant to this clause (z) that is at that time outstanding, not to exceed 15%
of Total Assets at the time of the receipt of such Designated Noncash
Consideration (with the fair market value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to
subsequent changes in value), shall be deemed to be cash for purposes of this
provision; and provided further that the 75% limitation referred to in clause
(b) above will not apply to any Asset Sale in which the cash or Cash Equivalents
portion of the consideration received therefrom, determined in accordance with
the foregoing proviso, is equal to or greater than what the after-tax proceeds
would have been had such Asset Sale complied with the aforementioned 75%
limitation.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or any such Restricted Subsidiary shall apply such Net
Proceeds, at its option (or to the extent the Company is required to apply such
Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or
purchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any
Indebtedness of any Restricted Subsidiary, provided that, if the Company shall
so repay or purchase Pari Passu Indebtedness of the Company, it will equally and
ratably reduce Indebtedness under the Notes if the Notes are then redeemable,
or, if the Notes may not then be redeemed, the Company shall make an offer (in
accordance with the procedures set forth below for an Asset Sale Offer) to all
Holders of Notes to purchase at a purchase price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if
any, thereon to the date of purchase, the Notes that would otherwise be
redeemed, or (b) an investment in property, the making of a capital expenditure
or the acquisition of assets that are used or useful in a Permitted Business, or
Capital Stock of any Person primarily engaged in a Permitted Business if (i) as
a result of the acquisition by the Company or any Restricted Subsidiary thereof,
such Person becomes a Restricted Subsidiary or (ii) the Investment in such
Capital Stock is permitted by clause (f) of the definition of Permitted
Investments. Pending the final application of any such Net Proceeds, the Company
may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the first sentence of this
paragraph will be deemed to constitute "Excess Proceeds." When the aggregate
amount of Excess Proceeds exceeds $15.0 million, the Company will be required to
make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of purchase, in accordance with the procedures set forth in
this Indenture. To the extent that any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose
not otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes surrendered by Holders thereof in connection with an Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased as set forth in Section 3.02 hereof. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Indenture relating to such 












                                       47
<PAGE>   56



Asset Sale Offer, the Company will comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof.

SECTION 4.11.     TRANSACTIONS WITH AFFILIATES.

         The Company shall not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction"), unless (a) such Affiliate Transaction is on terms that are no
less favorable to the Company or such Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and (b) the Company delivers to
the Trustee, with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $7.5
million, either (i) a resolution of the board of directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies with
clause (a) above and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the board of directors or (ii) an
opinion as to the fairness to the Holders of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing.

         Notwithstanding the foregoing, the following items shall not be deemed
to be Affiliate Transactions: (a) customary directors' fees, indemnification or
similar arrangements or any employment agreement or other compensation plan or
arrangement entered into by the Company or any of its Restricted Subsidiaries in
the ordinary course of business (including ordinary course loans to employees
not to exceed (i) $5.0 million outstanding in the aggregate at any time and (ii)
$2.0 million to any one employee) and consistent with the past practice of the
Company or such Restricted Subsidiary; (b) transactions between or among the
Company and/or its Restricted Subsidiaries; (c) payments of customary fees by
the Company or any of its Restricted Subsidiaries to DLJMB and its Affiliates
made for any financial advisory, financing, underwriting or placement services
or in respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures which are approved
by a majority of the board of directors in good faith; (d) any agreement as in
effect on the date of this Indenture or any amendment thereto (so long as such
amendment is not disadvantageous to the Holders of the Notes in any material
respect) or any transaction contemplated thereby; (e) payments and transactions
in connection with the Merger, the New Credit Facility (including commitment,
syndication and arrangement fees payable thereunder) and the Offerings
(including underwriting discounts and commissions in connection therewith) and
the application of the proceeds thereof, and the payment of the fees and
expenses with respect thereto; (f) Restricted Payments that are permitted by
Section 4.07; (g) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility; and (h) transactions pursuant to the
Management Loans.

SECTION 4.12.     LIENS.

         The Company shall not and will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien, other than a Permitted Lien, that secures obligations
under any Pari Passu Indebtedness or subordinated Indebtedness of the Company on
any asset or property now owned or hereafter acquired by the Company or any of
its Restricted Subsidiaries, or any income or profits therefrom or assign or
convey any right to receive income therefrom, unless the Notes are equally and
ratably secured with the obligations so secured until such time as such
obligations are no longer secured by a Lien; provided that, in any case
involving a Lien securing subordinated Indebtedness of 











                                       48
<PAGE>   57


the Company, such Lien is subordinated to the Lien securing the Notes to the
same extent that such subordinated Indebtedness is subordinated to the Notes.

SECTION 4.13.     CORPORATE EXISTENCE.

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

SECTION 4.14.     OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

          (a) Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Issuers to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of
repurchase (the "Change of Control Payment"). Within 60 days following any
Change of Control, the Issuers will (or will cause the Trustee to) mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by this Indenture and described in such
notice. The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to such Change of Control Offer, the
Issuers will comply with the applicable securities laws and regulations and
shall not be deemed to have breached their obligations described in this
Indenture by virtue thereof.

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











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<PAGE>   58


will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

          (b) Notwithstanding anything to the contrary in this Section 4.14, the
Issuers will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Issuers and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

SECTION 4.15.     NO SENIOR SUBORDINATED INDEBTEDNESS.

          (a) the Company will not Incur any Indebtedness that is subordinate or
junior in right of payment to any Senior Indebtedness and senior in right of
payment to the Notes, and (b) no Guarantor will Incur any Indebtedness that is
subordinate or junior in right of payment to any Senior Indebtedness and senior
in any respect in right of payment to the Note Guarantees.

SECTION 4.16.     ACCOUNTS RECEIVABLE FACILITY.

         No Accounts Receivable Subsidiary will incur any Indebtedness if
immediately after giving effect to such incurrence the aggregate outstanding
Indebtedness of all Accounts Receivable Subsidiaries (excluding any Indebtedness
owed to the Company or any Restricted Subsidiary) would exceed $60.0 million.

SECTION 4.17.     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

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

SECTION 4.18.     RESTRICTIONS ON ACTIVITIES OF THERMADYNE CAPITAL

         Thermadyne Capital may not hold any assets, become liable for any
obligations or engage in any business activities; provided that Thermadyne
Capital may be a co-obligor with respect to Notes issued pursuant to this
Indenture and the Senior Indebtedness and engage in any activities directly
related or necessary in connection therewith.

SECTION 4.19.     PAYMENTS FOR CONSENT.

         Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that 











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<PAGE>   59



consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

SECTION 4.20.     ADDITIONAL NOTE GUARANTEES

         If any Restricted Subsidiary of the Company that is a Domestic
Subsidiary guarantees any Indebtedness under the New Credit Facility after the
date of this Indenture, then such Restricted Subsidiary shall become a Guarantor
by executing a Supplemental Indenture in the form attached hereto as Exhibit E
and deliver an Opinion of Counsel to the Trustee to the effect that such
Supplemental Indenture has been duly authorized, executed and delivered by such
Subsidiary and constitutes a valid and binding obligation of such Subsidiary,
enforceable against such Subsidiary in accordance with its terms (subject to
customary exceptions).

                                   ARTICLE 5.
                                   SUCCESSORS

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

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions, to another Person unless (a) the Company is the
surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia, (b) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Registration Rights
Agreement, the Notes and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee, (c) immediately after such
transaction no Default or Event of Default exists and (d) the Company or the
Person formed by or surviving any such consolidation or merger (if other than
the Company), or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made (i) will, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable four-quarter period, be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof or (ii) would
(together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage
Ratio immediately after such transaction (after giving pro forma effect thereto
as if such transaction had occurred at the beginning of the applicable
four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its
Restricted Subsidiaries immediately prior to such transaction. The foregoing
clause (d) will not prohibit (a) a merger between the Company and a Wholly Owned
Subsidiary of Holdings created for the purpose of holding the Capital Stock of
the Company, (b) a merger between the Company and a Wholly Owned Restricted
Subsidiary or (c) a merger between the Company and an Affiliate incorporated
solely for the purpose of reincorporating the Company in another State of the
United States so long as, in each case, the amount of Indebtedness of the
Company and its Restricted Subsidiaries is not increased thereby. The Company
will not lease all or substantially all of its assets to any Person.

SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is 











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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES


SECTION 6.01.     EVENTS OF DEFAULT.

         Each of the following constitutes an Event of Default:

          (a) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes (whether or not prohibited by
Article 10 hereof);

          (b) default in payment when due of the principal of or premium, if
any, on the Notes (whether or not prohibited by Article 10 hereof);
          (c) failure by the Company or any of its Restricted Subsidiaries for
30 days after receipt of notice from the Trustee or Holders of at least 25% in
principal amount of the Notes then outstanding to comply with Sections 4.07,
4.09, 4.10, 4.14 or Article 5 hereof;

          (d) failure by the Company for 60 days after notice from the Trustee
or the Holders of at least 25% in principal amount of the Notes then outstanding
to comply with any of its other agreements in this Indenture or the Notes;

          (e) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default (i) is caused by a
failure to pay Indebtedness at its stated final maturity (after giving effect to
any applicable grace period provided in such Indebtedness) (a "Payment Default")
or (ii) results in the acceleration of such Indebtedness prior to its stated
final maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0 million or more;

          (f) failure by the Company or any of its Restricted Subsidiaries to
pay final judgments aggregating in excess of $10.0 million (net of any amounts
with respect to which a reputable and creditworthy insurance company has
acknowledged liability in writing), which judgments are not paid, discharged or
stayed for a period of 60 days;

          (g) except as permitted by this Indenture, any Note Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any 











                                       52
<PAGE>   61


Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Note Guarantee;

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

                  (i) commences a voluntary case,

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

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

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

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

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

                  (i) is for relief against the Company or any of its Restricted
              Subsidiaries that is a Significant Subsidiary or any group of
              Restricted Subsidiaries that, taken as a whole, would constitute a
              Significant Subsidiary in an involuntary case;

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

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

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

SECTION 6.02.     ACCELERATION.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable immediately; provided, that so long as any Indebtedness
permitted to be incurred pursuant to the New Credit Facility shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
an acceleration under any such Indebtedness under the New Credit Facility or
(ii) five Business Days after receipt by the Issuers and the administrative
agent under the New Credit Facility of written notice of such acceleration. Upon
any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof occurs with respect to the Company, any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries 








                                       53
<PAGE>   62


that, taken as a whole, would constitute a Significant Subsidiary, all
outstanding Notes shall be due and payable immediately without further action or
notice. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Liquidated Damages, if
any, that has become due solely because of the acceleration) have been cured or
waived, provided that, in the event of a declaration of acceleration of the
Notes because an Event of Default has occurred and is continuing as a result of
the acceleration of any Indebtedness described in clause (e) of Section 6.01
hereof, the declaration of acceleration of the Notes shall be automatically
annulled if the holders of any Indebtedness described in clause (e) of Section
6.01 hereof have rescinded the declaration of acceleration in respect of such
Indebtedness within 30 days of the date of such declaration and if (i) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (ii) all existing Events of
Default, except non-payment of principal or interest on the Notes that became
due solely because of the acceleration of the Notes, have been cured or waived.

SECTION 6.03.     OTHER REMEDIES.

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

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

SECTION 6.04.     WAIVER OF PAST DEFAULTS.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase) (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05.     CONTROL BY MAJORITY.

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









                                       54
<PAGE>   63




SECTION 6.06.     LIMITATION ON SUITS.

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

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

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

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

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

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

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

SECTION 6.07.     RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuers
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and 









                                       55
<PAGE>   64


advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.     PRIORITIES.

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

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

         Second: to holders of Senior Indebtedness to the extent required by
Article 10 or Section 11.02 hereof;

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

         Fourth: to the Issuers or to such party as a court of competent
jurisdiction shall direct.

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

SECTION 6.11.     UNDERTAKING FOR COSTS.

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





                                       56
<PAGE>   65







                                   ARTICLE 7.
                                     TRUSTEE


SECTION 7.01.     DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

          (d)     Whether or not therein expressly so provided, every provision 
of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (e) and (f) of this Section and Section 7.02.

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

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













                                       57
<PAGE>   66



SECTION 7.02.     RIGHTS OF TRUSTEE.

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

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

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

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

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

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

          (g) Except with respect to Section 4.01 hereof, the Trustee shall have
no duty to inquire as to the performance of the Issuers' covenants in Article 4
hereof. In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Sections 6.01(a), 6.01(b) and 4.01 or (ii) any Default or Event of Default of
which the Trustee shall have received written notification or obtained actual
knowledge.

          (h) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee
may, in its discretion, make such further inquiry or investigation into such
facts or matters as it may see fit and if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuers personally or by agent or attorney.

SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

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








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SECTION 7.04.     TRUSTEE'S DISCLAIMER.

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

SECTION 7.05.     NOTICE OF DEFAULTS.

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

SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

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

SECTION 7.07.     COMPENSATION AND INDEMNITY.

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

         The Issuers shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Issuers (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Issuers or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Issuers promptly of any
claim for which it may seek 











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indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers of its obligations hereunder. The Issuers shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Issuers shall pay the reasonable fees and expenses of such counsel. The
Issuers need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

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

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

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

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

SECTION 7.08.     REPLACEMENT OF TRUSTEE.

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

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

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

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

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

          (d) the Trustee becomes incapable of acting.

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

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

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










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

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS.

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


                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE


SECTION 8.01.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The Issuers may, at the option of their respective Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article Eight.







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SECTION 8.02.     LEGAL DEFEASANCE AND DISCHARGE.

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

          (a) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on such Notes when such payments are due from the trust
referred to below,

          (b) the Issuers' obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust,

          (c) the rights, powers, trusts, duties and immunities of the Trustee,
and the Issuers' obligations in connection therewith and

          (d) the Legal Defeasance provisions of this Indenture.

SECTION 8.03.     COVENANT DEFEASANCE.

         Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.19 and 4.20 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Issuers may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Issuers' exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(d) through 6.01(f) hereof shall not constitute Events of Default.








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SECTION 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

         In order to exercise either Legal Defeasance or Covenant Defeasance,

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

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

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

          (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or, insofar
as Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 123rd day after the date of deposit,

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

          (f) the Issuers must have delivered to the Trustee an Opinion of
Counsel to the effect that, subject to customary assumptions and exclusions,
after the 123rd day following the deposit, the trust funds will not be subject
to the effect of Section 547 of the United States Bankruptcy Code or any
analogous New York State law provision or any other applicable federal or New
York bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally,

          (g) the Issuers must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Issuers with the intent of
preferring the Holders of Notes over the other creditors of the Issuers with the
intent of defeating, hindering, delaying or defrauding creditors of the Issuers
or others, and










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          (h) the Issuers must deliver to the Trustee an Officers' Certificate
and an Opinion of Counsel (which opinion may be subject to customary assumptions
and exclusions), each stating that all conditions precedent provided for
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.

SECTION 8.05.     DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER  MISCELLANEOUS PROVISIONS.

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

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

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

SECTION 8.06.     REPAYMENT TO ISSUERS.

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










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SECTION 8.07.     REINSTATEMENT.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS OF NOTES.

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

          (a) to cure any ambiguity, defect or inconsistency;

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

          (c) to provide for the assumption of the Issuers' or Guarantor's
obligations to the Holders of the Notes by a successor to the Issuers or a
Guarantor pursuant to Article 5 or Article 11 hereof;

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

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

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

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

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











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SECTION 9.02.     WITH CONSENT OF HOLDERS OF NOTES.

         Except as provided below in this Section 9.02, the Issuers and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.15 hereof), the Note Guarantees and the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest or Liquidated Damages, if any, on the Notes, except a payment default
resulting from an acceleration that has been rescinded) or compliance with any
provision of this Indenture, the Note Guarantees or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes). Notwithstanding the foregoing, any (i)
amendment to or waiver of Sections 4.10 and 4.14 hereof, and (ii) amendment to
Article 10 herein will require the consent of the Holders of at least two-thirds
in aggregate principal amount of the Notes then outstanding if such amendment
would materially adversely affect the rights of Holders of Notes. Section 2.08
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

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

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

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

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

          (b) reduce the principal of or change the fixed maturity of any Note
or alter the provisions with respect to the redemption of the Notes (other than
Sections 4.10 and 4.14 hereof,










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<PAGE>   75



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

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

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

          (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults,

          (g) waive a redemption payment with respect to any Note (other than
Sections 4.10 and 4.14 hereof,

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

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

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

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

SECTION 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuers
may not sign an amendment or supplemental Indenture until their respective Board
of Directors approves it. In executing any amended or supplemental indenture,
the 













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Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 11.04 hereof, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10.
                                  SUBORDINATION

SECTION 10.01.    AGREEMENT TO SUBORDINATE.

         The Issuers agree, and each Holder by accepting a Note agrees, that the
payment of Subordinated Note Obligations are subordinated in right of payment,
to the extent and in the manner set forth in this Article 10, to the prior
payment in full in cash or cash equivalents of all Senior Indebtedness, whether
outstanding on the date of this Indenture or thereafter incurred and that the
subordination is for the benefit of the holders of Senior Indebtedness. The
provisions of this Article 10 shall constitute a continuing offer to all Persons
that, in reliance upon such provisions, become holders of, or continue to hold
Senior Indebtedness, and they or each of them may enforce the rights of holders
of Senior Indebtedness hereunder, subject to the terms and provisions hereof.

SECTION 10.02.    CERTAIN DEFINITIONS.

         "cash equivalents" means Cash Equivalents of the type described in
clause (i) of the definition thereof maturing not more than 90 days after the
date of the acquisition thereof.

         "Designated Senior Indebtedness" means (a) any Indebtedness outstanding
under the New Credit Facility and (b) any other Senior Indebtedness permitted
under this Indenture the principal amount of which is $25.0 million or more and
that has been designated by the Issuers as "Designated Senior Indebtedness."

         "Permitted Junior Securities" means Equity Interests in the Issuers or
debt securities of the Issuers that are subordinated to all Senior Indebtedness
(and any debt securities issued in exchange for Senior Indebtedness) to
substantially the same extent as, or to a greater extent than, the Notes are
subordinated to Senior Indebtedness.

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

         "Senior Indebtedness" means, with respect to any Person, (a) all
Obligations of such Person outstanding under the New Credit Facility and all
Hedging Obligations payable to a lender or an Affiliate thereof or to a Person
that was a lender or an Affiliate thereof at the time the contract was entered
into under the New Credit Facility or any of its Affiliates, including, without
limitation, interest accruing subsequent to the filing of, or which would have
accrued but for the filing of, a petition for bankruptcy, whether or not such
interest is an allowable claim in such bankruptcy proceeding, (b) any other
Indebtedness, unless the instrument under which such Indebtedness is incurred
expressly provides that it is subordinated in right of payment to any other
Senior Indebtedness of such Person and (c) all Obligations with respect to the
foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include (i) any liability for federal, state, local or
other taxes, (ii) any Indebtedness of such Person (other than pursuant to the
New Credit Facility) to any of its Subsidiaries or other Affiliates, (iii) any
trade payables or (iv) any Indebtedness that is incurred in violation of this
Indenture.









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         "Subordinated Note Obligations" means all Obligations with respect to
the Notes, including, without limitation, principal, premium (if any), interest
and Liquidated Damages payable pursuant to the terms of the Notes (including
upon the acceleration or redemption thereof), together with and including any
amounts received or receivable upon the exercise of rights of rescission or
other rights of action (including claims for damages) or otherwise.

         A "distribution" or "payment" may consist of a distribution, payment or
other transfer of assets by or on behalf of any Issuer (including, without
limitation, a redemption, repurchase or other acquisition of the Notes) from any
source, of any kind or character, whether in cash, securities or other property,
by set-off or otherwise.

SECTION 10.03.    LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any distribution to creditors of the Issuers in a liquidation or
dissolution of the Issuers or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Issuers or their property, an
assignment for the benefit of creditors or any marshalling of the Issuers'
assets and liabilities, (a) the holders of Senior Indebtedness will be entitled
to receive payment in full in cash or cash equivalents of all Obligations due in
respect of such Senior Indebtedness (including interest after the commencement
of any such proceeding at the rate specified in the applicable Senior
Indebtedness) before the Holders of Notes will be entitled to receive any
payment with respect to the Subordinated Note Obligations (except that Holders
of Notes may receive and retain Permitted Junior Securities and payments and
other distributions made from the trust described in Section 8.04 hereof), and
(b) until all Obligations with respect to Senior Indebtedness are paid in full
in cash or cash equivalents, any distribution to which the Holders of Notes
would be entitled but for this Article 10 shall be made to the holders of Senior
Indebtedness (except that Holders of Notes may receive and retain Permitted
Junior Securities and payments and other distributions made from the trust
described Section 8.04 hereof) as their interests appear.

SECTION 10.04.    DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

         The Issuers may not make any payment or distribution to the Trustee or
any Holder upon or in respect of the Subordinated Note Obligations (except in
Permitted Junior Securities or from the trust described in Section 8.04 hereof)
until all principal and other obligations with respect to Senior Indebtedness
have been paid in full in cash or cash equivalents, if

          (a) a default in the payment of the principal (including reimbursement
obligations in respect of letters of credit) of, premium, if any, or interest on
or commitment fees relating to, Designated Senior Indebtedness occurs and is
continuing beyond any applicable period of grace in the agreement, indenture or
other document governing such Designated Senior Indebtedness or

          (b) any other default occurs and is continuing with respect to
Designated Senior Indebtedness that permits holders of the Designated Senior
Indebtedness as to which such default relates to accelerate its maturity and the
Trustee receives a notice of such default (a "Payment Blockage Notice") from the
Issuers or the holders of any Designated Senior Indebtedness (or their
Representative).

         Payments on the Notes may and shall be resumed (a) in the case of a
payment default, upon the date on which such default is cured or waived and (b)
in case of a nonpayment default, the earlier of the date on which such
nonpayment default is cured or waived or 179 days after the date on which the
applicable Payment Blockage Notice is received, unless the maturity of any
Designated Senior 










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Indebtedness has been accelerated. No new period of payment blockage may be
commenced unless and until 360 days have elapsed since the effectiveness of the
immediately prior Payment Blockage Notice. No nonpayment default that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice
unless such default shall have been waived or cured for a period of not less
than 90 days.

SECTION 10.05.    ACCELERATION OF SECURITIES.

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

SECTION 10.06.    WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee or any Holder receives any payment of any
Subordinated Note Obligations at a time when the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Section
10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the holders of Senior Indebtedness as their interests
may appear or their Representative under the indenture or other agreement (if
any) pursuant to which Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Indebtedness remaining unpaid to the extent
necessary to pay such Obligations in full in accordance with their terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness.

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

SECTION 10.07.    NOTICE BY ISSUERS.

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

SECTION 10.08.    SUBROGATION.

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










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SECTION 10.09.    RELATIVE RIGHTS.

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

         (1) impair, as between the Issuers and Holders of Notes, the obligation
of the Issuers, which is absolute and unconditional, to pay principal of and
interest and Liquidated Damages, if any, on the Notes in accordance with their
terms;

         (2) affect the relative rights of Holders of Notes and creditors of the
Issuers other than their rights in relation to holders of Senior Indebtedness;
or

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

         If the Issuers fail because of this Article 10 to pay principal of or
interest or Liquidated Damages, if any, on a Note on the due date, the failure
is still a Default or Event of Default.

SECTION 10.10.    SUBORDINATION MAY NOT BE IMPAIRED BY ISSUERS.

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

SECTION 10.11.    DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

SECTION 10.12.    RIGHTS OF TRUSTEE AND PAYING AGENT.

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













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

SECTION 10.13.    AUTHORIZATION TO EFFECT SUBORDINATION.

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

SECTION 10.14.    NO WAIVER OF SUBORDINATION PROVISIONS.

          (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act by any such
holder.

          (b) Without in any way limiting the generality of paragraph (a) of
this Section 10.14, the holders of Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the Trustee or any Holder,
without incurring responsibility to any Holder and without impairing or
releasing the subordination provided in this Article 10 or the obligations
hereunder of the Holders to the holders of Senior Indebtedness, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, any Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against either Issuer or any
other Person.

SECTION 10.15.    AMENDMENTS.

         The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Indebtedness.

                                   ARTICLE 11.
                                 NOTE GUARANTEES

SECTION 11.01.    GUARANTEE.

         Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Issuers hereunder or thereunder, that: (a) the principal
of and interest and Liquidated Damages, if any, on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest and Liquidated
Damages, if any, on the Notes, if any, if lawful, and all other obligations of
the Issuers to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or 






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renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuers, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuers, any right to require a
proceeding first against the Issuers, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

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

SECTION 11.02.    SUBORDINATION OF NOTE GUARANTEE.

         The Guarantors agree, and each Holder by accepting a Note agrees, that
the Obligations of each Guarantor under its Note Guarantee pursuant to this
Article 11 shall be junior and subordinated to the Senior Indebtedness of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Indebtedness of the Company as provided in Article 10 hereof. For the purposes
of the foregoing sentence, the Trustee and the Holders shall have the right to
receive and/or retain payments by any of the Guarantors only at such times as
they may receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Section 4.15 hereof.

SECTION 11.03.    LIMITATION ON GUARANTOR LIABILITY.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform 











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Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor under its Note Guarantee and this Article 11 shall
be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent transfer or conveyance.

SECTION 11.04.    EXECUTION AND DELIVERY OF NOTE GUARANTEE.

         To evidence its Note Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that this Indenture shall be executed on behalf of such
Guarantor by its President or one of its Vice Presidents.

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

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

         In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.20 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture in accordance with Section 4.20 hereof and this Article 11, to
the extent applicable.

SECTION 11.05.    GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         No Guarantor may consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another Person whether or not affiliated
with such Guarantor unless:

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

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

          (c) the Company would be permitted, immediately after giving effect to
such transaction, to incur at least $1.00 of additional Indebtedness pursuant to
the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. All the Note
Guarantees so issued shall in all respects have the 













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same legal rank and benefit under this Indenture as the Note Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Note Guarantees had been issued at the date of the
execution hereof.

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

SECTION 11.06.    RELEASES FOLLOWING SALE OF ASSETS.

         In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, then such Guarantor
(in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Issuers to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10 hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Note Guarantee.

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

                                   ARTICLE 12.
                                  MISCELLANEOUS



SECTION 12.01.    TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.02.    NOTICES.

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








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         If to the Issuers and/or any Guarantor:

                  101 South Hanley Road
                  St. Louis, Missouri 63105
                  Telecopier No.:  (314) 721-5573
                  Attention:  Chief Financial Officer

         With a copy to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York 10017
                  Telecopier No.: (212) 450-4800
                  Attention: Richard Truesdell, Esq.

                  and

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

         If to the Trustee:

                  State Street Bank and Trust Company
                  225 Asylum Street, 23rd Floor
                  Hartford, Connecticut 06103
                  Telecopier No.: (860) 244-1889
                  Attention: Corporate Trust Administration

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

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

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

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











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

SECTION 12.03.    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 12.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

SECTION 12.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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

SECTION 12.06.    RULES BY TRUSTEE AND AGENTS.

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











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SECTION 12.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND 
STOCKHOLDERS.

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

SECTION 12.08.    GOVERNING LAW.

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

SECTION 12.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.10..   SUCCESSORS.

         All agreements of the Issuers in this Indenture and the Notes shall
bind their successors. All agreements of the Trustee in this Indenture shall
bind their successors.

SECTION 12.11..   SEVERABILITY.

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

SECTION 12.12.    COUNTERPART ORIGINALS.

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

SECTION 12.13.    TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]








                                       78
<PAGE>   87




                                        SIGNATURES

Dated as of May 22, 1998

                                        THERMADYNE MFG. LLC


                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        THERMADYNE CAPITAL CORP.


                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        C&G SYSTEMS HOLDING, INC.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        C&G SYSTEMS, INC.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        COYNE NATURAL GAS SYSTEMS INC.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:





                                       79
 
<PAGE>   88


                                        MARISON CYLINDER COMPANY



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        MECO HOLDING COMPANY



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        MODERN ENGINEERING COMPANY, INC.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        STOODY COMPANY



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        TAG REALTY, INC.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:





                                       80
<PAGE>   89


                                        THERMADYNE CYLINDER COMPANY



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        THERMADYNE INDUSTRIES, INC.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        THERMADYNE INTERNATIONAL CORP.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        THERMAL ARC, INC.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        THERMAL DYNAMICS CORP.



                                        BY:   /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:




                                       81
<PAGE>   90



                                        TWECO PRODUCTS, INC.



                                        BY:  /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:


                                        VICTOR COYNE INTERNATIONAL, INC.



                                        BY:  /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:



                                        VICTOR EQUIPMENT COMPANY,



                                        BY:  /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:


                                        WICHITA WAREHOUSE CORPORATION



                                        BY:  /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:


                                        WOODLAND CRYOGENICS COMPANY



                                        BY:  /s/ JAMES H. TATE
                                             -----------------------------------
                                             Name:
                                             Title:




                                       82
<PAGE>   91






                                        STATE STREET BANK AND TRUST COMPANY,
                                        as Trustee


                                        BY:  /s/ PHILIP G. KANE, JR.
                                             -----------------------------------
                                             Name: Philip G. Kane, Jr.
                                             Title: Vice President



                                       83