<PAGE>

                                                                     EXHIBIT 4.2

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

                               BWAY FINANCE CORP.

                      (to be assumed by BWAY CORPORATION),

                                   as Issuer,

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

                                   ----------

                                    INDENTURE

                          Dated as of November 27, 2002

                                   ----------

                     10% Senior Subordinated Notes due 2010

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

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                                TABLE OF CONTENTS

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                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.       Definitions......................................................................1
SECTION 1.02.       Incorporation by Reference of TIA...............................................41
SECTION 1.03.       Rules of Construction...........................................................42

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.       Form and Dating.................................................................42
SECTION 2.02.       Execution and Authentication....................................................43
SECTION 2.03.       Registrar and Paying Agent......................................................44
SECTION 2.04.       Paying Agent To Hold Assets in Trust............................................45
SECTION 2.05.       Holder Lists....................................................................46
SECTION 2.06.       Transfer and Exchange...........................................................46
SECTION 2.07.       Replacement Securities..........................................................47
SECTION 2.08.       Outstanding Securities..........................................................47
SECTION 2.09.       Treasury Securities.............................................................48
SECTION 2.10.       Temporary Securities............................................................48
SECTION 2.11.       Cancellation....................................................................49
SECTION 2.12.       Defaulted Interest..............................................................49
SECTION 2.13.       CUSIP Number....................................................................50
SECTION 2.14.       Restrictive Legends.............................................................50
SECTION 2.15.       Deposit of Moneys...............................................................50
SECTION 2.16.       Book-Entry Provisions for Global Securities.....................................51
SECTION 2.17.       Special Transfer Provisions.....................................................52

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.       Notices to Trustee..............................................................56
SECTION 3.02.       Selection of Securities To Be Redeemed..........................................57
SECTION 3.03.       Notice of Redemption............................................................57
SECTION 3.04.       Effect of Notice of Redemption..................................................59
SECTION 3.05.       Deposit of Redemption Price.....................................................59
SECTION 3.06.       Securities Redeemed in Part.....................................................59
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                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.       Payment of Securities...........................................................60
SECTION 4.02.       Maintenance of Office or Agency.................................................60
SECTION 4.03.       Limitation on Restricted Payments...............................................60
SECTION 4.04.       Limitation on Incurrence of Additional Indebtedness.............................65
SECTION 4.05.       Corporate Existence.............................................................66
SECTION 4.06.       Compliance Certificate; Notice of Default.......................................66
SECTION 4.07.       Reports to Holders..............................................................67
SECTION 4.08.       Waiver of Stay, Extension or Usury Laws.........................................68
SECTION 4.09.       Limitations on Transactions with Affiliates.....................................69
SECTION 4.10.       Limitation on Dividend and Other Payment Restrictions Affecting
                     Subsidiaries...................................................................71
SECTION 4.11.       Limitation on Liens.............................................................74
SECTION 4.12.       Change of Control...............................................................74
SECTION 4.13.       Limitation on Asset Sales.......................................................77
SECTION 4.14.       Prohibition on Incurrence of Senior Subordinated Debt...........................82
SECTION 4.15.       Conduct of Business.............................................................82
SECTION 4.16.       Limitation of Guarantees by Restricted Subsidiaries.............................82
SECTION 4.17.       Limitation on Preferred Stock of Subsidiaries...................................84

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.       Merger, Consolidation and Sale of Assets........................................84
SECTION 5.02.       Successor Corporation Substituted for the Company...............................86
SECTION 5.03.       Merger, Consolidation and Sale of Assets of Any Guarantor.......................86
SECTION 5.04.       Successor Corporation Substituted for Guarantor.................................87

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.       Events of Default...............................................................87
SECTION 6.02.       Acceleration....................................................................89
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SECTION 6.03.       Other Remedies..................................................................90
SECTION 6.04.       Waiver of Past Defaults.........................................................91
SECTION 6.05.       Control by Majority.............................................................91
SECTION 6.06.       Limitation on Suits.............................................................91
SECTION 6.07.       Rights of Holders To Receive Payment............................................92
SECTION 6.08.       Collection Suit by Trustee......................................................92
SECTION 6.09.       Trustee May File Proofs of Claim................................................93
SECTION 6.10.       Priorities......................................................................93
SECTION 6.11.       Undertaking for Costs...........................................................94

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.       Duties of Trustee...............................................................94
SECTION 7.02.       Rights of Trustee...............................................................96
SECTION 7.03.       Individual Rights of Trustee....................................................97
SECTION 7.04.       Trustee's Disclaimer............................................................97
SECTION 7.05.       Notice of Default...............................................................98
SECTION 7.06.       Reports by Trustee to Holders...................................................98
SECTION 7.07.       Compensation and Indemnity......................................................99
SECTION 7.08.       Replacement of Trustee.........................................................101
SECTION 7.09.       Successor Trustee by Merger, Etc...............................................102
SECTION 7.10.       Eligibility; Disqualification..................................................102
SECTION 7.11.       Preferential Collection of Claims Against Company..............................102

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.       Termination of the Company's Obligations.......................................103
SECTION 8.02.       Legal Defeasance and Covenant Defeasance.......................................104
SECTION 8.03.       Conditions to Legal Defeasance or Covenant Defeasance..........................106
SECTION 8.04.       Application of Trust Money.....................................................108
SECTION 8.05.       Repayment to the Company.......................................................108
SECTION 8.06.       Reinstatement..................................................................109

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.       Without Consent of Holders.....................................................109
SECTION 9.02.       With Consent of Holders........................................................110
SECTION 9.03.       Effect on Senior Debt..........................................................112
SECTION 9.04.       Compliance with TIA............................................................112
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SECTION 9.05.       Revocation and Effect of Consents..............................................112
SECTION 9.06.       Notation on or Exchange of Securities..........................................113
SECTION 9.07.       Trustee To Sign Amendments, Etc................................................113

                                   ARTICLE TEN

                           SUBORDINATION OF SECURITIES

SECTION 10.01.      Securities Subordinated to Senior Debt.........................................114
SECTION 10.02.      Suspension of Payment When Senior Debt Is in Default...........................114
SECTION 10.03.      Securities Subordinated to Prior Payment of All Senior Debt on
                     Dissolution, Liquidation or Reorganization of the Company.....................116
SECTION 10.04.      Payments May Be Paid Prior to Dissolution......................................118
SECTION 10.05.      Holders To Be Subrogated to Rights of Holders of Senior Debt...................119
SECTION 10.06.      Obligations of the Company Unconditional.......................................119
SECTION 10.07.      Notice to Trustee..............................................................120
SECTION 10.08.      Reliance on Judicial Order or Certificate of Liquidating Agent.................120
SECTION 10.09.      Trustee's Relation to Senior Debt..............................................121
SECTION 10.10.      Subordination Rights Not Impaired by Acts or Omissions of the Company or
                     Holders of Senior Debt........................................................121
SECTION 10.11.      Securityholders Authorize Trustee To Effectuate Subordination of
                     Securities....................................................................122
SECTION 10.12.      This Article Ten Not To Prevent Events of Default..............................123
SECTION 10.13.      Trustee's Compensation Not Prejudiced..........................................123

                                 ARTICLE ELEVEN

                             GUARANTEE OF SECURITIES

SECTION 11.01.      Unconditional Guarantee........................................................123
SECTION 11.02.      Limitations on Guarantees......................................................125
SECTION 11.03.      Notation Not Required..........................................................125
SECTION 11.04.      Release of a Guarantor.........................................................125
SECTION 11.05.      Waiver of Subrogation..........................................................126
SECTION 11.06.      Immediate Payment..............................................................127
SECTION 11.07.      No Set-Off.....................................................................127
SECTION 11.08.      Obligations Absolute...........................................................127
SECTION 11.09.      Obligations Continuing.........................................................128
SECTION 11.10.      Obligations Not Reduced........................................................128
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SECTION 11.11.      Obligations Reinstated.........................................................128
SECTION 11.12.      Obligations Not Affected.......................................................129
SECTION 11.13.      Waiver.........................................................................130
SECTION 11.14.      No Obligation To Take Action Against the Company...............................131
SECTION 11.15.      Dealing with the Company and Others............................................131
SECTION 11.16.      Default and Enforcement........................................................132
SECTION 11.17.      Amendment, Etc.................................................................132
SECTION 11.18.      Acknowledgment.................................................................132
SECTION 11.19.      Costs and Expenses.............................................................132
SECTION 11.20.      No Waiver; Cumulative Remedies.................................................132
SECTION 11.21.      Survival of Obligations........................................................133
SECTION 11.22.      Guarantee in Addition to Other Obligations.....................................133
SECTION 11.23.      Severability...................................................................133
SECTION 11.24.      Successors and Assigns.........................................................133

                                 ARTICLE TWELVE

                           SUBORDINATION OF GUARANTEES

SECTION 12.01.      Guarantee Obligations Subordinated to Guarantor Senior Debt....................134
SECTION 12.02.      Suspension of Guarantee Obligations When Guarantor Senior Debt Is in
                     Default.......................................................................134
SECTION 12.03.      Guarantee Obligations Subordinated to Prior Payment of All Guarantor
                     Senior Debt on Dissolution, Liquidation or Reorganization of Such
                     Guarantor.....................................................................135
SECTION 12.04.      Payments May Be Paid Prior to Dissolution......................................137
SECTION 12.05.      Holders of Guarantee Obligations To Be Subrogated to Rights of Holders of
                     Guarantor Senior Debt.........................................................138
SECTION 12.06.      Obligations of the Guarantors Unconditional....................................138
SECTION 12.07.      Notice to Trustee..............................................................139
SECTION 12.08.      Reliance on Judicial Order or Certificate of Liquidating Agent.................140
SECTION 12.09.      Trustee's Relation to Guarantor Senior Debt....................................140
SECTION 12.10.      Subordination Rights Not Impaired by Acts or Omissions of the Guarantors
                     or Holders of Guarantor Senior Debt...........................................141
SECTION 12.11.      Holders Authorize Trustee To Effectuate Subordination of Guarantee
                     Obligations...................................................................141
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SECTION 12.12.      This Article Twelve Not To Prevent Events of Default...........................142
SECTION 12.13.      Trustee's Compensation Not Prejudiced..........................................142

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.      TIA Controls...................................................................142
SECTION 13.02.      Notices........................................................................143
SECTION 13.03.      Communications by Holders with Other Holders...................................145
SECTION 13.04.      Certificate and Opinion as to Conditions Precedent.............................145
SECTION 13.05.      Statements Required in Certificate or Opinion..................................145
SECTION 13.06.      Rules by Trustee, Paying Agent, Registrar......................................146
SECTION 13.07.      Legal Holidays.................................................................146
SECTION 13.08.      Governing Law..................................................................146
SECTION 13.09.      No Adverse Interpretation of Other Agreements..................................146
SECTION 13.10.      No Recourse Against Others.....................................................147
SECTION 13.11.      Successors.....................................................................147
SECTION 13.12.      Duplicate Originals............................................................147
SECTION 13.13.      Severability...................................................................147

Signatures.........................................................................................S-1
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Exhibit A   - Form of Note
Exhibit B   - Form of Exchange Note
Exhibit C   - Form of Legends
Exhibit D   - Form of Certificate To Be Delivered in Connection with Transfers
              to Non-QIB Accredited Investors
Exhibit E   - Form of Certificate To Be Delivered in Connection with Transfers
              Pursuant to Regulation S

Note:   This Table of Contents shall not, for any purpose, be deemed to be part
        of the Indenture

                                      -vii-

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                              CROSS-REFERENCE TABLE

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<CAPTION>
  TIA                                                                            Indenture
Section                                                                            Section
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<S>                                                                              <C>
310(a)(1)...............................................................         7.10
   (a)(2)...............................................................         7.10
   (a)(3)...............................................................         N.A.
   (a)(4)...............................................................         N.A.
   (a)(5)...............................................................         7.08; 7.10
   (b)..................................................................         7.08; 7.10; 13.02
   (c)..................................................................         N.A.
311(a)..................................................................         7.11
   (b)..................................................................         7.11
   (c)..................................................................         N.A.
312(a)..................................................................         2.05
   (b)..................................................................         13.03
   (c)..................................................................         13.03
313(a)..................................................................         7.06
   (b)(1)...............................................................         7.06
   (b)(2)...............................................................         7.06
   (c)..................................................................         7.06; 13.02
   (d)..................................................................         7.06
314(a)..................................................................         4.06; 4.08; 13.02
   (b)..................................................................         N.A.
   (c)(1)...............................................................         7.02; 13.04; 13.05
   (c)(2)...............................................................         7.02; 13.04; 13.05
   (c)(3)...............................................................         N.A.
   (d)..................................................................         N.A.
   (e)..................................................................         13.05
   (f)..................................................................         N.A.
315(a)..................................................................         7.01(b)
   (b)..................................................................         7.05
   (c)..................................................................         7.01
   (d)..................................................................         6.05; 7.01(c)
   (e)..................................................................         6.11
316(a)(last sentence)...................................................         2.09
   (a)(1)(A)............................................................         6.05
   (a)(1)(B)............................................................         6.04
   (a)(2)...............................................................         9.05
   (b)..................................................................         6.07
   (c)..................................................................         9.05
317(a)(1)...............................................................         6.08
   (a)(2)...............................................................         6.09
   (b)..................................................................         2.04
</TABLE>

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N.A. means Not Applicable

Note:   This Cross-Reference Table shall not, for any purpose, be deemed to be a
        part of the Indenture

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318(a)..................................................................         13.01
   (c)..................................................................         13.01
</TABLE>

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N.A. means Not Applicable

Note:   This Cross-Reference Table shall not, for any purpose, be deemed to be a
        part of the Indenture

<PAGE>

          INDENTURE dated as of November 27, 2002 between BWAY FINANCE CORP., a
Delaware corporation (the "Issuer"), as Issuer, and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (the "Trustee").

          The Company has duly authorized the creation of an issue of 10% Senior
Subordinated Notes due 2010 and, to provide therefor, the Company has duly
authorized the execution and delivery of this Indenture. All things necessary to
make the Securities, when duly issued and executed by the Company and
authenticated and delivered hereunder, the valid and binding obligations of the
Company and to make this Indenture a valid and binding agreement of the Company
have been done.

          Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Securities:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.

          "Acquired Indebtedness" means Indebtedness (1) of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or (2) assumed in connection with the acquisition of
assets from such Person, in each case whether or not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition. Acquired Indebtedness
shall be deemed to have been incurred, with respect to clause (1) of the
preceding sentence, on the date such Person becomes a Restricted Subsidiary of
the Company and, with respect to clause (2) of the preceding sentence, on the
date of consummation of such acquisition of assets.

          "Affiliate" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative of the
foregoing. Notwithstanding

<PAGE>

the foregoing, no Person (other than the Company or any Subsidiary of the
Company) in whom a Receivables Entity makes an Investment in connection with a
Qualified Receivables Transaction shall be deemed to be an Affiliate of the
Company or any of its Subsidiaries solely by reason of such Investment.

          "Affiliate Transaction" has the meaning set forth in Section 4.09.

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

          "Asset Acquisition" means (1) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (2) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted Subsidiary of the Company) which constitute all or substantially
all of the assets of such Person or comprise any division or line of business of
such Person or any other properties or assets of such Person other than in the
ordinary course of business.

          "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Restricted Subsidiary of the Company of:
(1) any Capital Stock of any Restricted Subsidiary of the Company; or (2) any
other property or assets of the Company or any Restricted Subsidiary of the
Company other than in the ordinary course of business; provided, however, that
asset sales or other dispositions shall not include:

          (a)     any transaction or series of related transactions for which
     the Company or its Restricted Subsidiaries receive aggregate consideration
     of less than $1.0 million;

          (b)     the sale, lease, conveyance, disposition or other transfer of
     all or substantially all of the assets of the Company as permitted under
     Section 5.01;

                                       -2-

<PAGE>

          (c)     the sale or discount, in each case without recourse, of
     accounts receivable arising in the ordinary course of business, but only in
     connection with the compromise or collection thereof;

          (d)     the factoring of accounts receivable arising in the ordinary
     course of business pursuant to arrangements customary in the industry (as
     determined in good faith by the Company);

          (e)     the licensing of intellectual property;

          (f)     disposals or replacements of obsolete equipment in the
     ordinary course of business;

          (g)     the sale, lease, conveyance, disposition or other transfer by
     the Company or any Restricted Subsidiary of assets or property in
     transactions constituting Investments that are not prohibited under Section
     4.03;

          (h)     sales of accounts receivable and related assets of the type
     specified in the definition of "Qualified Receivables Transaction" to a
     Receivables Entity (for the purposes of this clause (h), Purchase Money
     Notes shall be deemed to be cash);

          (i)     transfers of accounts receivable and related assets of the
     type specified in the definition of "Qualified Receivables Transaction" (or
     a fractional undivided interest therein) by a Receivables Entity in a
     Qualified Receivables Transaction; and

          (j)     leases or subleases to third persons not interfering in any
     material respect with the business of the Company or any of its Restricted
     Subsidiaries.

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

          "BCO Acquisition" means BCO Acquisition, Inc., a Delaware corporation.

          "Board of Directors" means, as to any Person, the board of directors
or other governing body of such Person or any duly authorized committee thereof
or, if such Person is owned or managed by a single entity, the board of
directors or

                                       -3-

<PAGE>

other governing body of such entity or any duly authorized committee thereof.

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

          "Borrowing Base" means the sum (determined as of the end of the most
recently ended fiscal quarter for which consolidated financial statements of the
Company are available) of (1) 60% of the net book value of Inventory of the
Company and its Restricted Subsidiaries and (2) 85% of the net book value of
Receivables of the Company and its Restricted Subsidiaries.

          "Business Day" means any day other than a Saturday, Sunday or any
other day on which banking institutions in the City of New York are required or
authorized by law or other governmental action to be closed.

          "BWAY" means BWAY Corporation, a Delaware corporation.

          "BWAY Assumption" means the assumption by BWAY and BWAY Manufacturing
of the obligations of the Issuer under this Indenture, the Securities, the
Registration Rights Agreement, the Purchase Agreement and the Escrow Agreement.

          "BWAY Manufacturing" means BWAY Manufacturing, Inc., a Delaware
corporation.

          "Capital Stock" means:

          (1)     with respect to any Person that is a corporation, any and all
     shares, interests, participations or other equivalents (however designated
     and whether or not voting) of corporate stock, including each class of
     Common Stock and Preferred Stock of such Person; and

          (2)     with respect to any Person that is not a corporation, any and
     all partnership, membership or other equity interests of such Person.

          "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations

                                       -4-

<PAGE>

under GAAP and, for purposes of this definition, the amount of such obligations
at any date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP.

          "Cash Equivalents" means:

          (1)     marketable direct obligations issued by, or unconditionally
     guaranteed by, the United States Government or issued by any agency thereof
     and backed by the full faith and credit of the United States, in each case
     maturing within one year from the date of acquisition thereof;

          (2)     marketable direct obligations issued by any state of the
     United States of America or any political subdivision of any such state or
     any public instrumentality thereof maturing within one year from the date
     of acquisition thereof and, at the time of acquisition, having one of the
     two highest ratings obtainable from either Standard & Poor's Ratings Group
     ("S&P") or Moody's Investors Service, Inc. ("Moody's");

          (3)     commercial paper maturing no more than one year from the date
     of creation thereof and, at the time of acquisition, having a rating of at
     least A-1 from S&P or at least P-1 from Moody's;

          (4)     certificates of deposit or bankers' acceptances (or with
     respect to foreign banks, similar instruments) maturing within one year
     from the date of acquisition thereof issued by any bank organized under the
     laws of the United States of America or any state thereof or the District
     of Columbia or any U.S. branch of a foreign bank having at the date of
     acquisition thereof combined capital and surplus of not less than $200.0
     million;

          (5)     certificates of deposit or bankers' acceptances or similar
     instruments maturing within one year from the date of acquisition thereof
     issued by any foreign bank that is a lender under the Credit Facility
     having at the date of acquisition thereof combined capital and surplus of
     not less than $500 million;

          (6)     repurchase obligations with a term of not more than seven days
     for underlying securities of the types described in clause (1) above
     entered into with any bank

                                       -5-

<PAGE>

     meeting the qualifications specified in clause (4) above; and

          (7)     investments in money market funds which invest at least 85% of
     their assets in securities of the types described in clauses (1) through
     (6) above.

          "Change of Control" means the occurrence of one or more of the
following events:

          (1)     any sale, lease, exchange or other transfer (in one
     transaction or a series of related transactions) of all or substantially
     all of the assets of the Company to any Person or group of related Persons
     (other than one or more Permitted Holders) for purposes of Section 13(d) of
     the Exchange Act (a "Group") (whether or not otherwise in compliance with
     the provisions of this Indenture);

          (2)     the approval by the holders of Capital Stock of the Company of
     any plan or proposal for the liquidation or dissolution of the Company
     (whether or not otherwise in compliance with the provisions of this
     Indenture);

          (3)     any Person or Group (other than one or more Permitted Holders)
     shall become the beneficial owner, directly or indirectly, of shares
     representing more than 50% of the aggregate ordinary voting power
     represented by the issued and outstanding Capital Stock of the Company,
     provided that so long as the Company is, and continues to be, a Subsidiary
     of a parent Person, no Person shall be deemed to be or become a beneficial
     owner of more than 50% of the aggregate ordinary voting power represented
     by the issued and outstanding Capital Stock of the Company unless such
     Person shall be or become a beneficial owner of more than 50% of the
     aggregate ordinary voting power represented by the issued and outstanding
     Capital Stock of such parent Person; or

          (4)     the first day on which a majority of the Board of Directors of
     the Company are not Continuing Directors.

          "Change of Control Date" has the meaning set forth in Section 4.12.

          "Change of Control Offer" has the meaning set forth in Section 4.12.

                                       -6-

<PAGE>

          "Change of Control Payment Date" has the meaning set forth in Section
4.12.

          "Commission" means the Securities and Exchange Commission.

          "Common Stock" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

          "Company" means (i) prior to the Effective Date, the Issuer, and (ii)
from and after the Effective Date, BWAY, until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the indenture securities.

          "Consolidated EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of:

          (1)     Consolidated Net Income; and

          (2)     to the extent Consolidated Net Income has been reduced
     thereby:

                  (a) all income taxes of such Person and its Restricted
          Subsidiaries paid or accrued in accordance with GAAP for such period;

                  (b) Consolidated Interest Expense;

                  (c) charges attributable to the exercise of employee options
          vesting upon the consummation of the Transactions; and

                  (d) (x) the aggregate depreciation, amortization and other
          non-cash expenses of such Person and its Restricted Subsidiaries
          reducing Consolidated Net Income of such Person and its Restricted
          Subsidiaries for such period, determined on a consolidated basis in
          accordance with GAAP (excluding any such charges constituting an
          extraordinary item or loss or any such charge which requires an
          accrual of or a reserve for cash charges for any future period) less
          (y) any non-cash items increasing Consolidated Net Income for

                                       -7-

<PAGE>

          such period, all as determined on a consolidated basis for such Person
          and its Restricted Subsidiaries in accordance with GAAP.

          "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the "Four Quarter Period") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "Transaction
Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

          (1)     the incurrence or repayment of any Indebtedness of such Person
     or any of its Restricted Subsidiaries (and the application of the proceeds
     thereof) giving rise to the need to make such calculation and any
     incurrence or repayment of other Indebtedness (and the application of the
     proceeds thereof), other than the incurrence or repayment of Indebtedness
     in the ordinary course of business for working capital purposes pursuant to
     working capital facilities, occurring during the Four Quarter Period or at
     any time subsequent to the last day of the Four Quarter Period and on or
     prior to the Transaction Date, as if such incurrence or repayment, as the
     case may be (and the application of the proceeds thereof), occurred on the
     first day of the Four Quarter Period; and

          (2)     any Asset Sales or Asset Acquisitions (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of such Person or one of its Restricted
     Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
     result of the Asset Acquisition) incurring, assuming or otherwise being
     liable for Acquired Indebtedness and also including any Consolidated EBITDA
     (including pro forma adjustments for cost savings ("Cost Savings
     Adjustments") that the Company reasonably believes in good faith could have
     been achieved during the Four Quarter Period as a result of such
     acquisition or disposition (provided that both (i) such cost savings were
     identified and quantified in an Officers' Certificate delivered to the
     Trustee on or prior to the Transaction Date and (ii) with respect to each
     acquisition

                                       -8-

<PAGE>

     or disposition completed prior to the 90th day preceding the Transaction
     Date, actions were commenced or initiated by the Company within 90 days of
     such acquisition or disposition to effect such cost savings identified in
     such Officers' Certificate and with respect to any other acquisition or
     disposition, such Officers' Certificate sets forth the specific steps to be
     taken within the 90 days after such acquisition or disposition to
     accomplish such cost savings) attributable to the assets which are the
     subject of the Asset Acquisition or Asset Sale during the Four Quarter
     Period) occurring during the Four Quarter Period or at any time subsequent
     to the last day of the Four Quarter Period and on or prior to the
     Transaction Date, as if such Asset Sale or Asset Acquisition (including the
     incurrence, assumption or liability for any such Indebtedness or Acquired
     Indebtedness) occurred on the first day of the Four Quarter Period;

          (3)     with respect to any such Four Quarter Period commencing prior
     to the Transactions, the Transactions (including any Cost Savings
     Adjustments) shall be deemed to have taken place on the first day of such
     Four Quarter Period; and

          (4)     any asset sales or asset acquisitions (including any
     Consolidated EBITDA (including any Cost Savings Adjustments) attributable
     to the assets which are the subject of the asset acquisition or asset sale
     during the Four Quarter Period) that have been made by any Person that has
     become a Restricted Subsidiary of the Company or has been merged with or
     into the Company or any Restricted Subsidiary of the Company during the
     Four Quarter Period or at any time subsequent to the last day of the Four
     Quarter Period and on or prior to the Transaction Date that would have
     constituted Asset Sales or Asset Acquisitions had such transactions
     occurred when such Person was a Restricted Subsidiary of the Company or
     subsequent to such Person's merger into the Company, as if such asset sale
     or asset acquisition (including the incurrence, assumption or liability for
     any Indebtedness or Acquired Indebtedness in connection therewith) occurred
     on the first day of the Four Quarter Period;

provided that to the extent that clause (2) or (4) of this sentence requires
that pro forma effect be given to an asset sale or asset acquisition, such pro
forma calculation shall be based upon the four full fiscal quarters immediately
preceding the

                                       -9-

<PAGE>

Transaction Date of the Person, or division or line of business of the Person,
that is acquired or disposed for which financial information is available. If
such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness.

          Furthermore, in calculating "Consolidated Fixed Charges" for purposes
of determining the denominator (but not the numerator) of this "Consolidated
Fixed Charge Coverage Ratio":

          (1)     interest on outstanding Indebtedness determined on a
     fluctuating basis as of the Transaction Date and which will continue to be
     so determined thereafter shall be deemed to have accrued at a fixed rate
     per annum equal to the rate of interest on such Indebtedness in effect on
     the Transaction Date;

          (2)     if interest on any Indebtedness actually incurred on the
     Transaction Date may optionally be determined at an interest rate based
     upon a factor of a prime or similar rate, a eurocurrency interbank offered
     rate, or other rates, then the interest rate in effect on the Transaction
     Date will be deemed to have been in effect during the Four Quarter Period;
     and

          (3)     notwithstanding clause (1) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements relating to Interest Swap Obligations, shall be deemed to
     accrue at the rate per annum resulting after giving effect to the operation
     of such agreements.

          "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1)     Consolidated Interest Expense (excluding amortization or
     write-off of debt issuance costs relating to the Transactions and the
     financing therefor or relating to retired or existing Indebtedness and
     amortization or write-off of customary debt issuance costs relating to
     future Indebtedness incurred in the ordinary course of business); plus

                                      -10-

<PAGE>

          (2)     the product of (x) the amount of all dividend payments on any
     series of Preferred Stock of such Person (other than dividends paid in
     Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued
     during such period times (y) a fraction, the numerator of which is one and
     the denominator of which is one minus the then current effective
     consolidated federal, state and local tax rate of such Person, expressed as
     a decimal.

          "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication:

          (1)     the aggregate of all cash and non-cash interest expense with
     respect to all outstanding Indebtedness of such Person and its Restricted
     Subsidiaries, including the net costs associated with Interest Swap
     Obligations for such period determined on a consolidated basis in
     conformity with GAAP; and

          (2)     the interest component of Capitalized Lease Obligations paid,
     accrued and/or scheduled to be paid or accrued by such Person and its
     Restricted Subsidiaries during such period as determined on a consolidated
     basis in accordance with GAAP.

          "Consolidated Net Income" of the Company means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided that there shall be excluded therefrom:

          (1)     gains and losses from Asset Sales (without regard to the $1.0
     million limitation set forth in the definition thereof) or abandonments or
     reserves relating thereto and the related tax effects according to GAAP;

          (2)     gains and losses due solely to fluctuations in currency values
     and the related tax effects according to GAAP;

          (3)     extraordinary, unusual or nonrecurring gains, losses, income
     or expense, and the related tax effects;

          (4)     for purposes of Section 4.03 only, the net income (or loss) of
     any Person accrued prior to the date it becomes a Restricted Subsidiary of
     the Company or is merged or consolidated with the Company or any Restricted
     Subsidiary of the Company;

                                      -11-

<PAGE>

          (5)     the net income of any Restricted Subsidiary of the Company
     that is not a Guarantor to the extent that the declaration of dividends or
     similar distributions by that Restricted Subsidiary of that income is
     restricted by a contract, operation of law or otherwise;

          (6)     the net loss of any Person other than a Restricted Subsidiary
     of the Company;

          (7)     the net income of any Person, other than a Restricted
     Subsidiary of the Company, except to the extent of cash dividends or
     distributions paid to the Company or to a Restricted Subsidiary of the
     Company by such Person unless, in the case of a Restricted Subsidiary of
     the Company who receives such dividends or distributions, such Restricted
     Subsidiary is subject to clause (5) above;

          (8)     non-cash compensation charges, including any arising from
     existing stock options resulting from any merger or recapitalization
     transaction; and

          (9)     any fees, expenses or charges related to the Transactions or
     the transactions contemplated by the Transactions.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

          (1)     was a member of such Board of Directors on the Effective Date;

          (2)     was nominated for election or elected to such Board of
     Directors with, or whose election to such Board of Directors was approved
     by, the affirmative vote of a majority of the Continuing Directors who were
     members of such Board of Directors at the time of such nomination or
     election; or

          (3)     is any designee of a Permitted Holder or was nominated by a
     Permitted Holder or any designees of a Permitted Holder on the Board of
     Directors.

          "Corporate Trust Office" means the office of the Trustee in New York,
New York which at any time its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 8 West, New York, New York 10286, Attention: Corporate Trust

                                      -12-

<PAGE>

Division -- Corporate Finance Unit, or such other address as the Trustee may
designate from time to time by notice to the Holders, the Company and any
Guarantors, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders, the Company and any Guarantors).

          "Covenant Defeasance" has the meaning set forth in Section 8.02.

          "Credit Facility" means the Credit Agreement dated as of May 22, 2001,
between the Company, the lenders party thereto in their capacities as lenders
thereunder and Deutsche Bank Trust Company Americas, as agent, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Subsidiaries
of the Company as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreement or one or more successor or
replacement agreements and whether with the same or any other agent, lender or
group of lenders and whether provided under the original Credit Facility or one
or more other credit agreements or otherwise.

          "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.

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

          "Deadline Date" means March 31, 2003.

          "Default" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

          "Depository" shall mean The Depository Trust Company, New York, New
York, or a successor thereto registered under the Exchange Act or other
applicable statute or regulation.

                                      -13-

<PAGE>

          "Designated Senior Debt" means (1) Indebtedness under or in respect of
the Credit Facility and (2) any other Indebtedness constituting Senior Debt
which, at the time of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $30.0 million and is specifically
designated in the instrument evidencing such Senior Debt as "Designated Senior
Debt" by the Company.

          "Disqualified Capital Stock" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole
option of the holder thereof (except, in each case, upon the occurrence of a
Change of Control) on or prior to the final maturity date of the Securities.

          "Effective Date" means the effective date of the BWAY Assumption.

          "Equity Offering" means a sale of Qualified Capital Stock (i) of the
Company or (ii) of any direct or indirect parent of the Company (including
Holding), provided that proceeds of such sale sufficient to pay the redemption
price plus accrued interest to the redemption date shall be contributed to the
Company.

          "Escrow Agent" means the Escrow Agent from time to time under the
Escrow Agreement.

          "Escrow Agreement" means the Escrow Agreement dated as of November 27,
2002 between the Company and The Bank of New York, as escrow agent thereunder,
as amended from time to time.

          "Escrowed Property" has the meaning ascribed thereto in the Escrow
Agreement.

          "Event of Default" has the meaning set forth in Section 6.01.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

                                      -14-

<PAGE>

          "Exchange Securities" means Securities issued (i) in exchange for
Securities in the form of Exhibit A hereto pursuant to the terms of the
Registration Rights Agreement or, in the case of Securities issued after the
Issue Date, any other registration rights agreement or (ii) in the form of
Exhibit B hereto.

          "fair market value" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the
Board of Directors of the Company delivered to the Trustee.

          "Foreign Subsidiary" means (i) any Restricted Subsidiary of the
Company that is not organized under the laws of the United States of America or
any state thereof or the District of Columbia and (ii) any Restricted Subsidiary
of the Company that has no material assets other than securities of one or more
Foreign Subsidiaries, and other assets relating to an ownership interest in any
such securities or Foreign Subsidiaries.

          "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 may be approved by a significant segment of the accounting
profession of the United States, which are in effect as of the Issue Date.

          "Global Security" shall mean one or more IAI Global Securities,
Regulation S Global Securities and Rule 144A Global Securities.

          "Guarantee Obligations" has the meaning set forth in Section 12.01.

          "Guarantees" means the guarantees of the Securities by the Guarantors.

          "Guarantor" means each of the Company's Restricted Subsidiaries that
executes a supplemental indenture in which

                                      -15-

<PAGE>

such Restricted Subsidiary agrees to be bound by the terms of this Indenture as
a Guarantor; provided that any Person constituting a Guarantor as described
above shall cease to constitute a Guarantor when its respective Guarantee is
released in accordance with the terms of this Indenture.

          "Guarantor Senior Debt" means, with respect to any Guarantor: the
principal of and premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of a Guarantor, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Guarantee of such Guarantor. Without limiting the generality of the foregoing,
"Guarantor Senior Debt" shall also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on, and all other amounts owing in respect of:

          (x)     all monetary obligations of every nature of such Guarantor
     under, or with respect to, the Credit Facility, including, without
     limitation, obligations to pay principal and interest, reimbursement
     obligations under letters of credit, fees, expenses and indemnities (and
     guarantees thereof);

          (y)     all Interest Swap Obligations of such Guarantor (and
     guarantees thereof by such Guarantor); and

          (z)     all obligations of such Guarantor (and guarantees thereof by
     such Guarantor) under Currency Agreements;

in each case whether outstanding on the Issue Date or thereafter incurred.

          Notwithstanding the foregoing, "Guarantor Senior Debt" shall not
include:

          (1)     any Indebtedness of such Guarantor to a Subsidiary of such
     Guarantor;

                                      -16-

<PAGE>

          (2)     Indebtedness to, or guaranteed on behalf of, any director,
     officer or employee of such Guarantor or any Subsidiary of such Guarantor
     (including, without limitation, amounts owed for compensation);

          (3)     Indebtedness to trade creditors and other amounts incurred in
     connection with obtaining goods, materials or services;

          (4)     Indebtedness represented by Disqualified Capital Stock;

          (5)     any liability for federal, state, local or other taxes owed or
     owing by such Guarantor;

          (6)     that portion of any Indebtedness incurred in violation of
     Section 4.04 (but, as to any such obligation, no such violation shall be
     deemed to exist for purposes of this clause (6) if the holder(s) of such
     obligation or their representative shall have received an Officers'
     Certificate of the Company to the effect that the incurrence of such
     Indebtedness does not (or, in the case of revolving credit indebtedness,
     that the incurrence of the entire committed amount thereof at the date on
     which the initial borrowing thereunder is made would not) violate Section
     4.04);

          (7)     Indebtedness which, when incurred and without respect to any
     election under Section 1111(b) of Title 11, United States Code, is without
     recourse to the Company; and

          (8)     any Indebtedness which is, by its express terms, subordinated
     in right of payment to any other Indebtedness of such Guarantor.

          "Holding" means BCO Holding Company, a Delaware corporation.

          "Holding Expenses" means (i) costs (including all professional fees
and expenses) incurred by Holding in connection with its reporting obligations
under or in compliance with applicable laws, applicable rules or regulations of
any governmental, regulatory or self-regulatory body or stock exchange, this
Indenture or any other agreement or instrument relating to Indebtedness of the
Company or any Restricted Subsidiary, including any reports filed with respect
to the Securities Act, Exchange Act or the respective rules and regulations
promulgated

                                      -17-

<PAGE>

thereunder, (ii) obligations of Holding in respect of indemnification owing to
directors, officers, employees or other Persons under its charter or by-laws or
pursuant to written agreements with any such Person, or obligations under or in
respect of director and officer insurance policies, (iii) fees and expenses
payable by Holding in connection with the Transactions, (iv) other operational
expenses of Holding incurred in the ordinary course of business in an amount not
to exceed $1.0 million in any fiscal year, and (v) expenses incurred by Holding
in connection with any public offering of Capital Stock or Indebtedness (x)
where the net proceeds of such offering are intended to be received by or
contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a
prorated amount of such expenses in proportion to the amount of such net
proceeds intended to be so received, contributed or loaned, or (z) otherwise on
an interim basis prior to completion of such offering so long as Holding shall
cause the amount of such expenses to be repaid to the Company or the relevant
Restricted Subsidiary out of the proceeds of such offering promptly if
completed.

          "Holding Related Taxes" means (x) any taxes, charges or assessments,
including but not limited to sales, use, transfer, rental, ad valorem,
value-added, stamp, property, consumption, franchise, license, capital, net
worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges
or assessments (other than federal, state or local taxes measured by income and
federal, state or local withholding imposed on payments made by Holding)
required to be paid by Holding by virtue of its being incorporated or having
Capital Stock outstanding (but not by virtue of owning stock or other equity
interests of any corporation or other entity other than the Issuer, the Company
or any of its Subsidiaries), or being a holding company parent of the Issuer or
the Company or receiving dividends from or other distributions in respect of the
Capital Stock of the Issuer or the Company, or having guaranteed any obligations
of the Issuer, the Company or any Subsidiary thereof, or having made any payment
in respect of any of the items for which the Issuer or the Company is permitted
to make payments to Holding pursuant to Section 4.03, or (y) any other federal,
state, foreign, provincial or local taxes measured by income for which Holding
is liable up to an amount not to exceed with respect to any such taxes the total
amount of such taxes that the Company and the Issuer would have each been
required to pay on a separate company basis or on a consolidated basis if the
Company had filed a consolidated return on behalf of an affiliated group (as
defined in Section 1504 of the Internal Revenue Code, or an analogous provision
of state, local or foreign law) of

                                      -18-

<PAGE>

which it were the common parent and that included the Issuer, or with respect to
state and local taxes, on a combined basis if the Company had filed a combined
return on behalf of an affiliated group consisting only of the Issuer, the
Company and its Subsidiaries.

          "IAI Global Security" means a permanent global security in registered
form representing the aggregate principal amount of Securities held by
Institutional Accredited Investors which are not QIBs.

          "incur" has the meaning set forth in Section 4.04.

          "Indebtedness" means with respect to any Person, without duplication:

          (1)     all Obligations of such Person for borrowed money;

          (2)     all Obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3)     all Capitalized Lease Obligations of such Person;

          (4)     all Obligations of such Person issued or assumed as the
     deferred purchase price of property, all conditional sale obligations and
     all Obligations under any title retention agreement (but excluding trade
     accounts payable and other accrued liabilities arising in the ordinary
     course of business);

          (5)     all Obligations for the reimbursement of any obligor on any
     letter of credit, banker's acceptance or similar credit transaction;

          (6)     guarantees and other contingent obligations in respect of
     Indebtedness referred to in clauses (1) through (5) above and clause (8)
     below;

          (7)     all Obligations of any other Person of the type referred to in
     clauses (1) through (6) which are secured by any lien on any property or
     asset of such Person, but which Obligations are not assumed by such Person,
     the amount of such Obligation being deemed to be the lesser of the fair
     market value of such property or asset or the amount of the Obligation so
     secured;

                                      -19-

<PAGE>

          (8)     all Obligations under currency agreements and interest swap
     agreements of such Person; and

          (9)     all Disqualified Capital Stock issued by such Person with the
     amount of Indebtedness represented by such Disqualified Capital Stock being
     equal to the greater of its voluntary or involuntary liquidation preference
     and its maximum fixed repurchase price, but excluding accrued dividends, if
     any.

          For purposes hereof, (x) the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital Stock
and (y) any transfer of accounts receivable or other assets which constitute a
sale for purposes of GAAP shall not constitute Indebtedness hereunder.

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

          "Initial Purchaser" means Deutsche Bank Securities Inc.

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

          "Interest Payment Date" means the stated maturity of an installment of
interest on the Securities.

          "Interest Swap Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount.

                                      -20-

<PAGE>

          "Inventory" means goods held for sale or lease by a Person in the
ordinary course of business, net of any reserve for goods that have been
segregated by such Person to be returned to the applicable vendor for credit, as
determined in accordance with GAAP.

          "Investment" by any Person in any other Person means, with respect to
any Person, any direct or indirect loan or other extension of credit (including,
without limitation, a guarantee) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, such other Person. "Investment" shall
exclude extensions of trade credit by the Company and its Restricted
Subsidiaries on commercially reasonable terms in accordance with normal trade
practices of the Company or such Restricted Subsidiary, as the case may be. For
the purposes of Section 4.03:

          (1)     the Company shall be deemed to have made an "Investment" equal
     to the fair market value of the net assets of any Restricted Subsidiary at
     the time that such Restricted Subsidiary is designated an Unrestricted
     Subsidiary and the aggregate amount of Investments made subsequent to the
     Issue Date shall exclude (to the extent the designation as an Unrestricted
     Subsidiary was included as a Restricted Payment) the fair market value of
     the net assets of any Unrestricted Subsidiary at the time that such
     Unrestricted Subsidiary is designated a Restricted Subsidiary, not to
     exceed the amount of the Investment deemed made at the date of designation
     thereof as an Unrestricted Subsidiary; and

          (2)     the amount of any Investment shall be the cost of such
     Investment by the Company or any of its Restricted Subsidiaries, without
     any adjustments for increases or decreases in value, or write-ups,
     writedowns or write-offs with respect to such Investment, reduced by the
     payment of dividends or distributions (including tax sharing payments) in
     connection with such Investment or any other amounts received in respect of
     such Investment; provided that no such payment of dividends or
     distributions or receipt of any such other amounts shall reduce the amount
     of any Investment if such payment of dividends or distributions or receipt
     of any such amounts has been included in

                                      -21-

<PAGE>

     Consolidated Net Income for purposes of making any Restricted Payment. If
     the Company or any Restricted Subsidiary of the Company sells or otherwise
     disposes of any Common Stock of any direct or indirect Restricted
     Subsidiary of the Company such that, after giving effect to any such sale
     or disposition, the Company no longer owns, directly or indirectly, more
     than 50% of the outstanding Common Stock of such Restricted Subsidiary, 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 Common Stock of
     such Restricted Subsidiary not sold or disposed of.

          "Issue Date" means November 27, 2002, the date of original issuance of
any Securities under this Indenture.

          "Issuer" means BWAY Finance Corp., a Delaware corporation.

          "Joint Venture" means a corporation, partnership or other business
entity, other than a Subsidiary of the Company, engaged or proposed to be
engaged in the same or a similar line of business as the Company in which the
Company owns, directly or indirectly, not less than 30% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers and trustees thereof, with the
balance of the ownership interests being held by one or more third parties.

          "Legal Defeasance" has the meaning set forth in Section 8.02.

          "Lien" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

          "Mandatory Redemption Date" means (a) April 20, 2003, if the BWAY
Assumption has not occurred on or prior to the Deadline Date or (b) the 20th day
(of if such day is not a Business Day, the first Business Day thereafter)
following the termination of the Merger Agreement, on or prior to the Deadline
Date, for any reason.

                                      -22-

<PAGE>

          "Mandatory Redemption Price" means 101% of the offering price (i.e.,
100% of the principal amount at maturity) of the Securities plus accrued and
unpaid interest up to but not including the Mandatory Redemption Date.

          "Maturity Date" means October 15, 2010.

          "Merger Agreement" means the Agreement and Plan of Merger dated as of
September 30, 2002 by and among BWAY, Holding and BCO Acquisition as amended,
waived, supplemented or otherwise modified from time to time.

          "Mergers" means (i) the merger of BCO Acquisition with and into BWAY,
with BWAY as the surviving corporation, and (ii) the merger of the Issuer with
and into BWAY, with BWAY as the surviving corporation, in each case in
connection with the consummation of the Transactions.

          "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

          (1)     out-of-pocket expenses and fees relating to such Asset Sale
     (including, without limitation, legal, accounting and investment banking
     fees and sales commissions);

          (2)     taxes paid or payable after taking into account any reduction
     in consolidated tax liability due to available tax credits or deductions
     and any tax sharing arrangements;

          (3)     repayment of Senior Debt, Guarantor Senior Debt or
     Indebtedness of a Restricted Subsidiary that is not a Guarantor that is
     required to be repaid in connection with such Asset Sale; and

          (4)     any portion of cash proceeds which the Company determines in
     good faith should be reserved for post-closing adjustments, it being
     understood and agreed that on the day that all such post-closing
     adjustments have been determined, the amount (if any) by which the reserved
     amount in respect of such Asset Sale exceeds the actual post-closing
     adjustments payable by the Company or any of its Subsidiaries shall
     constitute Net Cash Proceeds on

                                      -23-

<PAGE>

     such date; provided that, in the case of the sale by the Company of an
     asset constituting an Investment made after the Issue Date (other than a
     Permitted Investment), the "Net Cash Proceeds" in respect of such Asset
     Sale shall not include the lesser of (x) the cash received with respect to
     such Asset Sale and (y) the initial amount of such Investment, less, in the
     case of clause (y), all amounts (up to an amount not to exceed the initial
     amount of such Investment) received by the Company with respect to such
     Investment, whether by dividend, sale, liquidation or repayment, in each
     case prior to the date of such Asset Sale.

          "Net Proceeds Offer" has the meaning set forth in Section 4.13.

          "Net Proceeds Offer Amount" has the meaning set forth in Section 4.13.

          "Net Proceeds Offer Payment Date" has the meaning set forth in Section
4.13.

          "Net Proceeds Offer Trigger Date" has the meaning set forth in Section
4.13.

          "Non-payment Default" has the meaning set forth in Section 10.02.

          "Non-U.S. Person" means any Person who is not a "U.S. Person" as
defined in Regulation S.

          "Obligations" means all obligations for (a) principal, premium,
interest, penalties, fees, and (b) to the extent liquidated and quantifiable at
the time of determination, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

          "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Controller, the Treasurer or the Secretary (a) of such
Person or (b) if such Person is owned or managed by a single entity, of such
entity or (c) any other individual designated as an "Officer" for the purposes
of this Indenture by the Board of Directors.

          "Officers' Certificate" means a certificate signed by two Officers of
the Company.

                                      -24-

<PAGE>

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee.

          "Participants" has the meaning set forth in Section 2.16.

          "Paying Agent" has the meaning set forth in Section 2.03.

          "Payment Blockage Notice" has the meaning set forth in Section 10.02.

          "Payment Blockage Period" has the meaning set forth in Section 10.02.

          "Payment Default" has the meaning set forth in Section 10.02.

          "Permitted Holders" means Kelso & Company, Kelso Investment Associates
VI L.P., KEP VI LLC and their respective Affiliates.

          "Permitted Indebtedness" means, without duplication, each of the
following:

          (1)     Indebtedness under the Securities and this Indenture in an
     aggregate principal amount not to exceed $200 million;

          (2)     Indebtedness incurred pursuant to the Credit Facility
     (including but not limited to the face amount of Indebtedness in respect of
     letters of credit or bankers' acceptances issued or created thereunder) not
     to exceed in the aggregate a principal amount equal to the greater of (x)
     $90.0 million and (y) the Borrowing Base, in each case less the amount of
     all repayments of term loans and permanent commitment reductions in the
     revolving credit portion of the Credit Facility with Net Cash Proceeds of
     Asset Sales applied thereto as required by Section 4.13; provided, that the
     amount of Indebtedness permitted to be incurred pursuant to the Credit
     Facility in accordance with this clause (2) shall be in addition to any
     Indebtedness permitted to be incurred under the Credit Facility in
     accordance with clauses (10) and (17) below and in accordance with the
     proviso to Section 4.04;

          (3)     other Indebtedness of the Company and its Restricted
     Subsidiaries outstanding on the Effective Date

                                      -25-

<PAGE>

     reduced by the amount of any scheduled amortization payments or mandatory
     prepayments when actually paid or permanent reductions thereon;

          (4)     Interest Swap Obligations of the Company or any Restricted
     Subsidiary of the Company covering Indebtedness of the Company or any of
     its Restricted Subsidiaries; provided that any Indebtedness to which any
     such Interest Swap Obligations correspond is otherwise permitted to be
     incurred under this Indenture; provided, further, that such Interest Swap
     Obligations are entered into, in the judgment of the Company, to protect
     the Company and its Restricted Subsidiaries from fluctuations in interest
     rates on their respective outstanding Indebtedness;

          (5)     Indebtedness of the Company or any of its Restricted
     Subsidiaries under Currency Agreements entered into, in the judgment of the
     Company, to protect the Company or such Restricted Subsidiary from foreign
     currency exchange rates;

          (6)     intercompany Indebtedness owed by any Restricted Subsidiary of
     the Company to the Company or any Restricted Subsidiary of the Company or
     by the Company to any Restricted Subsidiary;

          (7)     Acquired Indebtedness of any Restricted Subsidiary of the
     Company that is not a Guarantor to the extent the Company could have
     incurred such Indebtedness in accordance with the Consolidated Fixed Charge
     Coverage Ratio of Section 4.04 on the date such Indebtedness became
     Acquired Indebtedness; provided that such Acquired Indebtedness was not
     incurred in connection with, or in anticipation or contemplation of, such
     Person becoming a Restricted Subsidiary of the Company;

          (8)     Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     drawn against insufficient funds in the ordinary course of business;
     provided, however, that such Indebtedness is extinguished within five
     Business Days of incurrence;

          (9)     any refinancing, modification, replacement, renewal,
     restatement, refunding, deferral, extension, substitution, supplement,
     reissuance or resale of existing or future Indebtedness (other than
     pursuant to clauses (2),

                                      -26-

<PAGE>

     (4), (5), (6), (8), (10), (11), (12), (13), (14), (15), (16) and (17) of
     this definition), including any additional Indebtedness incurred to pay
     interest or premiums required by the instruments governing such existing or
     future Indebtedness as in effect at the time of issuance thereof ("Required
     Premiums") and fees in connection therewith; provided that any such event
     shall not (1) result in an increase in the aggregate principal amount of
     Permitted Indebtedness (except to the extent such increase is a result of a
     simultaneous incurrence of additional Indebtedness (A) to pay Required
     Premiums and related fees or (B) otherwise permitted to be incurred under
     this Indenture) of the Company and its Restricted Subsidiaries and (2)
     create Indebtedness with a Weighted Average Life to Maturity at the time
     such Indebtedness is incurred that is less than the Weighted Average Life
     to Maturity at such time of the Indebtedness being refinanced, modified,
     replaced, renewed, restated, refunded, deferred, extended, substituted,
     supplemented, reissued or resold; provided that no Restricted Subsidiary of
     the Company that is not a Guarantor may refinance any Indebtedness pursuant
     to this clause (9) other than its own Indebtedness or the Indebtedness of
     another Restricted Subsidiary of the Company that is not a Guarantor;

          (10)    Indebtedness (including Capitalized Lease Obligations)
     incurred by the Company or any Restricted Subsidiary to finance or
     refinance the purchase, lease or improvement of property (real or personal)
     or equipment (whether through the direct purchase of assets or the Capital
     Stock of any Person owning such assets) and any refinancing, modification,
     replacement, renewal, restatement, refunding, deferral, extension,
     substitution, supplement, reissuance or resale of any Indebtedness incurred
     pursuant to this clause (10), in an aggregate principal amount outstanding
     not to exceed $15.0 million at the time of any incurrence thereof (which
     amount may, but need not be incurred in whole or in part under the Credit
     Facility);

          (11)    the incurrence by a Receivables Entity of Indebtedness in a
     Qualified Receivables Transaction that is not recourse to the Company or
     any Restricted Subsidiary of the Company (except for Standard
     Securitization Undertakings);

                                      -27-

<PAGE>

          (12)    Indebtedness incurred by the Company or any of its Restricted
     Subsidiaries constituting reimbursement obligations with respect to letters
     of credit issued in the ordinary course of business, including, without
     limitation, letters of credit in respect of workers' compensation claims or
     self-insurance, or other Indebtedness with respect to reimbursement type
     obligations regarding workers' compensation claims;

          (13)    Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary of the Company providing for indemnification,
     adjustment of purchase price, earn out or other similar obligations, in
     each case, incurred or assumed in connection with the disposition of any
     business, assets or a Restricted Subsidiary of the Company, 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 the maximum assumable
     liability in respect of all such Indebtedness shall at no time exceed the
     gross proceeds actually received by the Company and its Restricted
     Subsidiaries in connection with such disposition;

          (14)    obligations in respect of judgment, appeal, performance and
     surety bonds, completion guarantees or other similar bonds, instruments or
     obligations provided, or relating to liabilities or obligations incurred,
     by the Company or any Restricted Subsidiary of the Company in the ordinary
     course of business;

          (15)    Indebtedness consisting of guarantees (i) by the Company of
     Indebtedness and any other obligation or liability permitted to be incurred
     under this Indenture by Restricted Subsidiaries of the Company, and (ii)
     subject to the provisions of Section 4.16 by Restricted Subsidiaries of the
     Company of Indebtedness and any other obligation or liability permitted to
     be incurred by the Company or other Restricted Subsidiaries of the Company;

          (16)    Indebtedness incurred by Foreign Subsidiaries of the Company
     with respect to such Subsidiaries' working capital requirements in an
     aggregate principal amount outstanding at any time not to exceed $5.0
     million; and

          (17)    additional Indebtedness of the Company or any Restricted
     Subsidiary in an aggregate principal amount not

                                      -28-

<PAGE>

     to exceed $20.0 million at any one time outstanding (which amount may, but
     need not, be incurred in whole or in part under the Credit Facility).

          "Permitted Investments" means:

          (1)     Investments by the Company or any Restricted Subsidiary of the
     Company in any Restricted Subsidiary of the Company (whether existing on
     the Issue Date or created thereafter) and Investments in the Company by any
     Restricted Subsidiary of the Company;

          (2)     cash and Cash Equivalents;

          (3)     Investments existing on the Effective Date and Investments
     made on the Effective Date pursuant to the Merger Agreement;

          (4)     loans and advances to employees, officers and directors of the
     Company and its Restricted Subsidiaries not in excess of $5.0 million at
     any one time outstanding;

          (5)     accounts receivable owing to the Company or any Restricted
     Subsidiary created or acquired in the ordinary course of business and
     payable or dischargeable in accordance with customary trade terms;
     provided, however, that such trade terms may include such concessionary
     trade terms as the customary trade terms;

          (6)     Currency Agreements and Interest Swap Obligations entered into
     by the Company or any of its Restricted Subsidiaries for bona fide business
     reasons and not for speculative purposes, and otherwise in compliance with
     this Indenture;

          (7)     Investments in securities of trade creditors or customers
     received pursuant to any plan of reorganization or similar arrangement upon
     the bankruptcy or insolvency of such trade creditors or customers;

          (8)     guarantees by the Company or any of its Restricted
     Subsidiaries of Indebtedness otherwise permitted to be incurred by the
     Company or any of its Restricted Subsidiaries under this Indenture;

          (9)     Investments by the Company or any Restricted Subsidiary of the
     Company in a Person, if as a result of such Investment (a) such Person
     becomes a Restricted Subsidiary

                                      -29-

<PAGE>

     of the Company or (b) such Person is merged, consolidated or amalgamated
     with or into, or transfers or conveys all or substantially all of its
     assets to, or is liquidated into, the Company or a Restricted Subsidiary of
     the Company;

          (10)    additional Investments in an amount, taken together with the
     amount of all other Investments made pursuant to this clause (10) that are
     at the time outstanding, not exceeding $15.0 million at the time of such
     Investment, plus an amount equal to (a) 100% of the aggregate net cash
     proceeds received by the Company from any Person (other than a Subsidiary
     of the Company) from the issuance and sale subsequent to the Issue Date of
     Qualified Capital Stock of the Company (including Qualified Capital Stock
     issued upon the conversion of convertible Indebtedness or in exchange for
     outstanding Indebtedness) and (b) without duplication of any amounts
     included in clause (10)(a) above, 100% of the aggregate net cash proceeds
     of any equity contribution received by the Company from a holder of the
     Company's Capital Stock, that in the case of amounts described in clause
     (10)(a) or (10)(b) are applied by the Company within 180 days after
     receipt, to make additional Permitted Investments under this clause (10)
     (such additional Permitted Investments being referred to collectively as
     "Stock Permitted Investments");

          (11)    any Investment by the Company or a Restricted Subsidiary of
     the Company in a Receivables Entity or any Investment by a Receivables
     Entity in any other Person in connection with a Qualified Receivables
     Transaction; provided that any Investment in a Receivables Entity is in the
     form of a Purchase Money Note or an equity interest;

          (12)    Investments received by the Company or its Restricted
     Subsidiaries as consideration for asset sales, including Asset Sales;
     provided in the case of an Asset Sale, (a) such Investment does not exceed
     25% of the consideration received for such Asset Sale and (b) such Asset
     Sale is otherwise effected in compliance with Section 4.13;

          (13)    Investments by the Company or its Restricted Subsidiaries in
     Joint Ventures in an aggregate amount not in excess of $5.0 million; and

                                      -30-

<PAGE>

          (14)    that portion of any Investment where the consideration
     provided by the Company is Capital Stock of the Company (other than
     Disqualified Capital Stock) or of Holding.

          Any net cash proceeds that are used by the Company or any of its
Restricted Subsidiaries to make Stock Permitted Investments pursuant to clause
(10) of this definition shall not be included in subclauses (x) and (y) of
clause (iii) of the second paragraph of Section 4.03.

          "Permitted Liens" means the following types of Liens:

          (1)     Liens securing the Securities and the Guarantees;

          (2)     Liens securing Acquired Indebtedness; provided that (x) such
     Acquired Indebtedness was not incurred in connection with, or in
     anticipation or contemplation of, the acquisition giving rise to the
     incurrence of such Acquired Indebtedness and (y) such Liens do not extend
     to or cover any property or assets of the Company or of any of its
     Restricted Subsidiaries other than the property or assets that secured the
     Acquired Indebtedness prior to the time such Indebtedness became Acquired
     Indebtedness of the Company or a Restricted Subsidiary of the Company;

          (3)     Liens existing on the Effective Date, together with any Liens
     securing Indebtedness incurred in reliance on clause (9) of the definition
     of "Permitted Indebtedness" in order to refinance the Indebtedness secured
     by Liens existing on the Effective Date; provided that the Liens securing
     the refinancing Indebtedness shall not extend to property other than that
     pledged under the Liens securing the Indebtedness being refinanced;

          (4)     Liens in favor of the Company on the property or assets, or
     any proceeds, income or profit therefrom, of any Restricted Subsidiary; and

          (5)     other Liens securing Senior Subordinated Indebtedness;
     provided that the maximum aggregate amount of outstanding obligations
     secured thereby shall not at any time exceed $5.0 million.

          "Person" means an individual, partnership, corporation, unincorporated
organization, trust or joint venture, or a

                                      -31-

<PAGE>

governmental agency or political subdivision thereof or any other entity.

          "Physical Securities" shall have the meaning provided in Section 2.01.

          "Plan" means any employee benefit plan, retirement plan, deferred
compensation plan, restricted stock plan, health, life, disability or other
insurance plan or program, employee stock purchase plan, employee stock
ownership plan, pension plan, stock option plan or similar plan or arrangement
of the Company or any Subsidiary of the Company, or other successor plan
thereof, and "Plans" shall have a correlative meaning.

          "Preferred Stock" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

          "principal" of any Indebtedness (including the Securities) means the
principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

          "Private Placement Legend" shall have the meaning provided in Exhibit
C.

          "Productive Assets" means assets (including Capital Stock) of a kind
used or usable in the businesses of the Company and its Restricted Subsidiaries
as, or related to such business, conducted on the date of the relevant Asset
Sale.

          "Purchase Money Note" means a promissory note of a Receivables Entity
evidencing a line of credit, which may be irrevocable, from the Company or any
Subsidiary of the Company in connection with a Qualified Receivables Transaction
to a Receivables Entity, which note is intended to be repaid from cash available
to the Receivables Entity, other than amounts required to be established as
reserves pursuant to agreements, amounts paid to investors in respect of
interest, principal and other amounts owing to such investors and amounts owing
to such investors and amounts paid in connection with the purchase of newly
generated receivables.

          "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                                      -32-

<PAGE>

          "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

          "Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries may sell, convey or
otherwise transfer to (a) a Receivables Entity (in the case of a transfer by the
Company or any of its Subsidiaries) and (b) any other Person (in the case of a
transfer by a Receivables Entity), or may grant a security interest in, any
accounts receivable (whether now existing or arising in the future) of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

          "Receivable" means a right to receive payment arising from a sale or
lease of goods or services by a Person pursuant to an arrangement with another
Person pursuant to which such other Person is obligated to pay for goods or
services under terms that permit the purchase of such goods and services on
credit, as determined in accordance with GAAP.

          "Receivables Entity" means a Wholly Owned Subsidiary of the Company
(or another Person in which the Company or any Subsidiary of the Company makes
an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable and related assets) which engages in no activities
other than in connection with the financing of accounts receivable, all proceeds
thereof and all rights (contractual or other), collateral and other assets
relating thereto, and any business or activities incidental or related to such
business, and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Entity:

          (1)     no portion of the Indebtedness or any other Obligations
     (contingent or otherwise) of which:

                  (i) is guaranteed by the Company or any Subsidiary of the
          Company (excluding guarantees of Obligations (other than the principal
          of, and interest

                                      -33-

<PAGE>

          on, Indebtedness) pursuant to Standard Securitization Undertakings);

                  (ii) is recourse to or obligates the Company or any Subsidiary
          of the Company in any way other than pursuant to Standard
          Securitization Undertakings; or

                  (iii) subjects any property or asset of the Company or any
          Subsidiary of the Company, directly or indirectly, contingently or
          otherwise, to the satisfaction thereof, other than pursuant to
          Standard Securitization Undertakings;

          (2)     with which neither the Company nor any Subsidiary of the
     Company has any material contract, agreement, arrangement or understanding
     other than on terms no less favorable to the Company or such Subsidiary
     than those that might be obtained at the time from Persons that are not
     Affiliates of the Company, other than fees payable in the ordinary course
     of business in connection with servicing accounts receivable; and

          (3)     to which neither the Company nor any Subsidiary of the Company
     has any obligation to maintain or preserve such entity's financial
     condition or cause such entity to achieve certain levels of operating
     results other than through the contribution of additional Receivables,
     related security and collections thereto and proceeds of the foregoing.

          Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

          "Record Date" means the applicable Record Date specified in the
Securities, whether or not any such date is a Business Day.

          "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to this Indenture
and the Securities.

          "Redemption Price," when used with respect to any Security to be
redeemed, means the price fixed for such redemption,

                                      -34-

<PAGE>

payable in immediately available funds, pursuant to this Indenture and the
Securities.

          "Reference Date" has the meaning set forth in Section 4.03.

          "Registrar" has the meaning set forth in Section 2.03.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date among the Issuer and the Initial Purchaser.

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

          "Regulation S Global Security" has the meaning set forth in Section
2.01.

          "Representative" means the indenture trustee or other trustee, agent
or representative in respect of any Designated Senior Debt or Guarantor Senior
Debt; provided that if, and for so long as, any Designated Senior Debt lacks
such a representative, then the Representative for such Designated Senior Debt
shall at all times constitute the holders of a majority in outstanding principal
amount of such Designated Senior Debt in respect of any Designated Senior Debt.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer within the Corporate Trust Division -- Corporate Finance Unit of the
Trustee (or any successor unit or department of the Trustee) located at the
Corporate Trust Office of the Trustee who has direct responsibility for the
administration of this Indenture and, for purposes of Sections 7.01(c)(2) and
7.05, also includes any officer of the Trustee or to whom any corporate trust
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

          "Restricted Payment" has the meaning set forth in Section 4.03.

          "Restricted Period" has the meaning set forth in Section 2.01.

          "Restricted Security" means a Security that constitutes a "Restricted
Security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the

                                      -35-

<PAGE>

Trustee shall be entitled to request and conclusively rely on an Opinion of
Counsel with respect to whether any Security constitutes a Restricted Security.

          "Restricted Subsidiary" of any Person means any Subsidiary of such
Person which at the time of determination is not an Unrestricted Subsidiary.

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

          "Rule 144A Global Security" has the meaning set forth in Section 2.01.

          "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such property.

          "Securities" means, collectively, the Company's 10% Senior
Subordinated Notes due 2010 issued in accordance with Section 2.02 (whether on
the Issue Date or thereafter), including any Exchange Securities, treated as a
single class of securities under this Indenture, as amended or supplemented from
time to time in accordance with the terms of this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

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

          "Senior Debt" means the principal of and premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Company, whether outstanding on the Issue Date or thereafter
created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Securities. Without limiting the
generality of the foregoing, "Senior Debt" shall also include

                                      -36-

<PAGE>

the principal of, premium, if any, interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other amounts owing in respect
of:

          (1)     all monetary obligations of every nature of the Company under,
     or with respect to, the Credit Facility, including, without limitation,
     obligations to pay principal and interest, reimbursement obligations under
     letters of credit, fees, expenses and indemnities (and guarantees thereof);

          (2)     all Interest Swap Obligations of the Company (and guarantees
     thereof by the Company); and

          (3)     all obligations of the Company (and guarantees thereof by the
     Company) under Currency Agreements;

in each case whether outstanding on the Issue Date or thereafter incurred.

          Notwithstanding the foregoing, "Senior Debt" shall not include:

          (1)     any Indebtedness of the Company to a Subsidiary of the
     Company;

          (2)     Indebtedness to, or guaranteed on behalf of, any director,
     officer or employee of the Company or any Subsidiary of the Company
     (including, without limitation, amounts owed for compensation);

          (3)     Indebtedness to trade creditors and other amounts incurred in
     connection with obtaining goods, materials or services;

          (4)     Indebtedness represented by Disqualified Capital Stock;

          (5)     any liability for federal, state, local or other taxes owed or
     owing by the Company;

          (6)     that portion of any Indebtedness incurred in violation of
     Section 4.04 (but, as to any such obligation, no such violation shall be
     deemed to exist for purposes of this clause (6) if the holder(s) of such
     obligation or

                                      -37-

<PAGE>

     their representative shall have received an officers' certificate of the
     Company to the effect that the incurrence of such Indebtedness does not
     (or, in the case of revolving credit indebtedness, that the incurrence of
     the entire committed amount thereof at the date on which the initial
     borrowing thereunder is made would not) violate Section 4.04);

          (7)     Indebtedness which, when incurred and without respect to any
     election under Section 1111(b) of Title 11, United States Code, is without
     recourse to the Company; and

          (8)     any Indebtedness which is, by its express terms, subordinated
     in right of payment to any other Indebtedness of the Company.

          "Senior Subordinated Indebtedness" means (i) the Notes and the
Guarantee of any Guarantor, (ii) the Indebtedness under the Company's 10 1/4%
Senior Subordinated Notes due 2007 and (iii) any other Indebtedness of the
Company or any Guarantor that specifically provides that such Indebtedness is to
rank pari passu with the Notes or the Guarantee of such Guarantor, as the case
may be, and is not by its express terms subordinate in right of payment to any
Indebtedness of the Company or such Guarantor, as the case may be, which is not
Senior Debt or Guarantor Senior Debt, as the case may be.

          "Significant Subsidiary", with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

          "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which are reasonably customary in an accounts
receivable transaction.

          "Subordinated Obligation" means any Indebtedness (other than any
Indebtedness under the Company's 10 1/4% Senior Subordinated Notes due 2007) of
the Company or any Guarantor (whether outstanding on the Issue Date or
thereafter incurred) which is expressly subordinate in right of payment to the
Notes or the Guarantee of such Guarantor, as the case may be, pursuant to a
written agreement.

                                      -38-

<PAGE>

          "Subsidiary", with respect to any Person, means:

          (1)     any corporation of which the outstanding Capital Stock having
     at least a majority of the votes entitled to be cast in the election of
     directors under ordinary circumstances shall at the time be owned, directly
     or indirectly, by such Person; or

          (2)     any other Person of which at least a majority of the voting
     interest under ordinary circumstances is at the time, directly or
     indirectly, owned by such Person.

          "TIA" means the Trust Indenture act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of the execution of this
Indenture until such time as this Indenture is qualified under the TIA, and
thereafter as in effect on the date on which this Indenture is qualified under
the TIA, except as otherwise provided in Section 9.03.

          "Transactions" means, collectively, (i) the Mergers, including the
cash and other investments in Holding made by the Permitted Holders and certain
stockholders and option holders of the Company in connection therewith, (ii) the
amendment and restatement or refinancing, as the case may be, of the Credit
Facility, (iii) the offer and sale of the Notes, (iv) the tender offer and
consent solicitation with respect to the Company's 10 1/4% Senior Subordinated
Notes due 2007, (v) the redemption of any such Notes not tendered into such
tender offer, (vi) the payment to one of the Permitted Holders of a one-time
deal fee of $4,950,000 and (vii) all other transactions, arrangements and
agreements related to the Mergers or the financing thereof.

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

          "Unrestricted Securities" means one or more Securities in the form set
forth in Exhibit B that do not and are not required to bear the Private
Placement Legend, including, without limitation, the Exchange Securities.

          "Unrestricted Subsidiary" of any Person means:

          (1)     any Subsidiary of such Person that at the time of
     determination shall be or continue to be designated an

                                      -39-

<PAGE>

     Unrestricted Subsidiary by the Board of Directors of such Person in the
     manner provided below; and

          (2)     any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided that:

          (1)     the Company certifies to the Trustee in an Officers'
     Certificate that such designation complies with Section 4.03; and

          (2)     each Subsidiary to be so designated and each of its
     Subsidiaries has not at the time of designation, and does not thereafter,
     create, incur, issue, assume, guarantee or otherwise become directly or
     indirectly liable with respect to any Indebtedness pursuant to which the
     lender of such Indebtedness has recourse to any of the assets of the
     Company or any of its Restricted Subsidiaries.

          The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary only if:

          (1)     immediately after giving effect to such designation, the
     Company is able to incur at least $1.00 of additional Indebtedness (other
     than Permitted Indebtedness) in compliance with Section 4.04; and

          (2)     immediately before and immediately after giving effect to such
     designation, no Default or Event of Default shall have occurred and be
     continuing. Any such designation by the Board of Directors shall be
     evidenced to the Trustee by promptly filing with the Trustee a copy of the
     Board Resolution giving effect to such designation and an Officers'
     Certificate certifying that such designation complied with the foregoing
     provisions.

          "U.S. Government Obligations" means direct obligations of, and
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged and which
are not callable or redeemable at the issuer's option.

                                      -40-

<PAGE>

          "U.S. Legal Tender" means such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts.

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

          "Wholly Owned Restricted Subsidiary" of any Person means any Wholly
Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

          "Wholly Owned Subsidiary" means any Restricted Subsidiary of the
Company all the outstanding voting securities of which (other than directors'
qualifying shares or an immaterial amount of shares required to be owned by
other Persons pursuant to applicable law) are owned, directly or indirectly, by
the Company.

SECTION 1.02.     Incorporation by Reference of TIA.

          Whenever this Indenture refers to a provision of the TIA, such
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 Securities.

          "indenture security holder" means a Holder or a Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company, any Guarantor
or any other obligor on the Securities.

                                      -41-

<PAGE>

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03.     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 words in the
     plural include the singular;

          (5)     provisions apply to successive events and transactions;

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

          (7)     any reference to a Section or Article refers to such Section
     or Article of this Indenture.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Form and Dating.

          The Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A hereto and the Exchange Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit B. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage. The Company shall approve the form of the
Securities and any notation, legend or endorsement on them. Each Security shall
be dated the date of its issuance and show the date of its authentication.

                                      -42-

<PAGE>

          The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

          Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent Global Securities in registered
form, substantially in the form set forth in Exhibit A, deposited with the
Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided, and shall bear the legends
set forth in Section 2.14 (the "Rule 144A Global Security"). Securities offered
and sold in reliance on Regulation S shall be issued initially in the form of
one or more Global Securities in registered form, substantially in the form set
forth in Exhibit A, deposited with the Trustee, as custodian for the Depository,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided, and shall bear the legends set forth in Exhibit C (the "Regulation S
Global Security"). The aggregate principal amount of the Global Securities may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depository, as hereinafter provided.

          Through and including the 40th day after the Issue Date (the
"Restricted Period"), beneficial interests in the Regulation S Global Security
may be held only through Euroclear and Cedel (as indirect participants in The
Depository Trust Company), unless transferred to a Person that takes delivery
through a Rule 144A Global Security in accordance with Section 2.16.

          Securities issued in exchange for interests in the Global Securities
pursuant to Section 2.16 may be issued in the form of permanent certificated
Securities in registered form (the "Physical Securities") and shall bear the
Private Placement Legend. Notwithstanding the foregoing, all Securities offered
and sold in reliance on Regulation S shall remain in the form of a Global
Security until the consummation of the Exchange Offer pursuant to the
Registration Rights Agreement.

SECTION 2.02.     Execution and Authentication.

          Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign and one Officer or

                                      -43-

<PAGE>

an Assistant Secretary (each of whom shall, in each case, have been duly
authorized by all requisite corporate actions) shall witness, the Securities for
the Company by manual or facsimile signature.

          If an Officer whose signature is on a Security was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall nevertheless be valid.

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

          The Trustee shall authenticate Securities for original issue (i) on
the initial Issue Date in the aggregate principal amount of $200,000,000 and
(ii) after the initial Issue Date in an unlimited amount, in each case upon a
written order of the Company and an Officers' Certificate and an opinion of
Counsel, each pursuant to Sections 13.04 and 13.05. Each such written order
shall specify the amount of Securities to be authenticated and the date on which
the Securities are to be authenticated. There shall be no limit on the aggregate
principal amount of Securities that may be outstanding at any time.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities 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 the Company and Affiliates of the Company.

          The Securities shall be issuable only in registered form without
coupons in denominations of $1,000 and integral multiples thereof.

SECTION 2.03.     Registrar and Paying Agent.

          The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where (a) Securities may be presented or
surrendered for registration of transfer or for exchange ("Registrar"), (b)
Securities may be presented or surrendered for payment ("Paying Agent") and

                                      -44-

<PAGE>

(c) notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served. The Company may also from time to time designate
one or more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York, for such purposes. The
Company may act as its own Registrar or Paying Agent. The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company, upon
notice to the Trustee, may have one or more co-Registrars and one or more
additional paying agents reasonably acceptable to the Trustee. The term "Paying
Agent" includes any additional paying agent. The Company initially appoints the
Trustee as Registrar and Paying Agent until such time as the Trustee has
resigned or a successor has been appointed.

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee, in advance, of the name and address of any such Agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.

SECTION 2.04.     Paying Agent To Hold Assets in Trust.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that, subject to Article Four and Article Twelve, each Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all assets
held by the Paying Agent for the payment of principal of, or interest on, the
Securities (whether such assets have been distributed to it by the Company or
any other obligor on the Securities), and shall notify the Trustee of any
Default by the Company (or any other obligor on the Securities) in making any
such payment. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate such assets and hold them as a separate trust fund. The Company at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any Payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets

                                      -45-

<PAGE>

that shall have been delivered by the Company to the Paying Agent, the Paying
Agent shall have no further liability for such assets.

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
Holders. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee on or before each Interest Payment Date, and at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of such request, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders, which list may be
conclusively relied upon by the Trustee.

SECTION 2.06.     Transfer and Exchange.

          Subject to Sections 2.16 and 2.17, when Securities are presented to
the Registrar or a co-Registrar with a request to register the transfer of such
Securities or to exchange such Securities for an equal principal amount of
Securities of other authorized denominations, the Registrar or co-Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transaction are met; provided, however, that the
Securities surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Registrar or co-Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Securities at the Registrar's or co-Registrar's request. No service
charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith. The Registrar or
co-Registrar shall not be required to register the transfer of or exchange of
any Security, and the Company shall not be required to issue any Security, (i)
during a period beginning at the opening of business 15 days before the mailing
of a notice of redemption of Securities and ending at the close of business on
the day of such mailing, (ii) selected for redemption in whole or in part
pursuant to Article Three, except the unredeemed portion of any Security being
redeemed in part, and (iii) during a Change of Control Offer or a Net Proceeds
Offer if such Security is tendered pursuant

                                      -46-

<PAGE>

to such Change of Control Offer or Net Proceeds Offer and not withdrawn.

          Any Holder of a beneficial interest in a Global Security shall, by
acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Securities may be effected only through a book entry
system maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book entry system.

SECTION 2.07.     Replacement Securities.

          If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Security if the Trustee's requirements are met. If required by the Trustee or
the Company, such Holder must provide an indemnity bond or other indemnity,
sufficient in the judgment of both the Company and the Trustee, to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. The Company may charge such Holder for its and the
Trustee's reasonable out-of-pocket expenses in replacing a Security pursuant to
this Section 2.07, including reasonable fees and expenses of counsel.

          In case any such mutilated, destroyed, lost or wrongfully taken
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security. The
provisions of this Section 2.07 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies of any Holder with respect to the
replacement or payment of mutilated, destroyed, lost or wrongfully taken
Securities.

          Every replacement Security is an additional obligation of the Company.

SECTION 2.08.     Outstanding Securities.

          Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee except those cancelled by it, those delivered
to it for cancellation and those described in this Section as not outstanding. A
Security does not cease to be outstanding because the Company or any one

                                      -47-

<PAGE>

of its Affiliates holds the Security (subject to the provisions of Section
2.09).

          If a Security is replaced pursuant to Section 2.07 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a protected purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section
2.07. If the principal amount of any Security is considered paid under Section
4.01, it ceases to be outstanding and interest ceases to accrue.

          If on a Redemption Date or the Maturity Date the Paying Agent (other
than the Company or a Subsidiary) holds in trust for the express purpose of
paying principal or interest on particular Securities U.S. Legal Tender or U.S.
Government Obligations sufficient to pay all of the principal and interest due
on such Securities payable on that date, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.     Treasury Securities.

          In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company, any of its Subsidiaries or any of their respective Affiliates
shall be disregarded, except that, for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities that a Responsible Officer of the Trustee actually knows are so
owned shall be disregarded. Notwithstanding the foregoing, Securities so owned
that have been pledged in good faith shall not be so disregarded if the pledgee
establishes to the reasonable satisfaction of the Trustee the pledgee's right to
act with respect to such Securities and that the pledgee is not the Company, a
Subsidiary of the Company or an Affiliate of the Company or any of its
Subsidiaries.

SECTION 2.10.     Temporary Securities.

          Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.

                                      -48-

<PAGE>

Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities. Until
such exchange, temporary Securities shall be entitled to the same rights,
benefits and privileges as definitive Securities. Notwithstanding the foregoing,
so long as the Securities are represented by a Global Security, such Global
Security may be in typewritten form.

SECTION 2.11.     Cancellation.

          The Company at any time may deliver Securities to the Trustee for
cancellation, including any Securities that the Company may have acquired in any
manner whatsoever. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee, or at the direction of the Trustee, the
Registrar or the Paying Agent (other than the Company or a Subsidiary), and no
one else, shall cancel and, unless otherwise requested by the written direction
of the Company, shall dispose of all Securities surrendered for registration of
transfer, exchange, payment or cancellation in accordance with its customary
procedures then in effect. Subject to Section 2.07, the Company may not issue
new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation. If the Company shall acquire any of the Securities,
such acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12.     Defaulted Interest.

          If the Company defaults in a payment of interest on the Securities, it
shall, unless the Trustee fixes another record date pursuant to Section 6.10,
pay the defaulted interest, plus (to the extent lawful) any interest payable on
the defaulted interest, in any lawful manner. The Company may pay the defaulted
interest to the Persons who are Holders on a subsequent special record date,
which date shall be the fifteenth day next preceding the date fixed by the
Company for the payment of defaulted interest or the next succeeding Business
Day if such date is not a Business Day. At least 15 days before any such
subsequent special record date, the Company shall mail to each Holder, with a
copy to the Trustee, a notice that states the subsequent special record date,
the payment date and

                                      -49-

<PAGE>

the amount of defaulted interest, and interest payable on such defaulted
interest, if any, to be paid.

SECTION 2.13.     CUSIP Number.

          The Company in issuing the Securities may use a "CUSIP" number or
other similar number, and if so, the Trustee shall use the CUSIP number or other
similar number in notices of redemption or exchange as a convenience to Holders;
provided, however, that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number or other similar number
printed in the notice or on the Securities, and that reliance may be placed only
on the other identification numbers printed on the Securities. The Company shall
promptly notify the Trustee of any change in the CUSIP number or other similar
number.

SECTION 2.14.     Restrictive Legends.

          Each Global Security and Physical Security that constitutes a
Restricted Security or is sold in compliance with Regulation S shall bear the
Private Placement Legends on the face thereof until after the second anniversary
of the later of the Issue Date and the last date on which the Company or any
Affiliate of the Company was the owner of such Security (or any predecessor
security) (or such shorter period of time as permitted by Rule 144(k) under the
Securities Act or any successor provision thereunder) (or such longer period of
time as may be required under the Securities Act or applicable state securities
laws in the opinion of counsel for the Company, unless otherwise agreed by the
Company and the Holder thereof).

SECTION 2.15.     Deposit of Moneys.

          Prior to 11:00 A.M. New York City time on each Interest Payment Date,
Maturity Date, Redemption Date, Change of Control Payment Date and Net Proceeds
Offer Payment Date, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control
Payment Date or Net Proceeds Offer Payment Date, as the case may be, in a timely
manner which permits the Paying Agent to remit payment to the Holders on such
Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment
Date or Net Proceeds Offer Payment Date, as the case may be.

                                      -50-

<PAGE>

SECTION 2.16.     Book-Entry Provisions for Global Securities.

          (a)     The Global Securities initially shall (i) be registered in the
name of the Depository or the nominee of such Depository, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set forth
in Exhibit C. Neither the Company nor any agent of the Company shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

          Members of, or participants in, the Depository ("Participants") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Security, and the Depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and Participants, the operation of customary practices governing the exercise of
the rights of a Holder of any Security.

          (b)     Transfers of Global Securities shall be limited to transfers
in whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Securities may be
transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of Section 2.17. In
addition, Physical Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Securities if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for any Global Security and a successor Depository is not appointed
by the Company within 90 days of such notice, (ii) the Company, at its option,
notifies the Trustee in writing that it elects to cause the issuance of Physical
Securities under this Indenture or (iii) an Event of Default has occurred and is
continuing and the Registrar has received a written request from the Depository
or the Trustee to issue Physical Securities.

                                      -51-

<PAGE>

          (c)     In connection with any registration of transfer or exchange of
a portion of the beneficial interest in a Global Security to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of such Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Securities of authorized denominations in an
aggregate principal amount equal to the principal amount of the beneficial
interest in the Global Security so transferred.

          (d)     In connection with the transfer of a Global Security as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.16,
such Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute and the Trustee shall upon written
instructions from the Company authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in such
Global Security, an equal aggregate principal amount of Physical Securities of
authorized denominations.

          (e)     Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(b) or (c) of this Section 2.16 shall, except as otherwise provided by Section
2.17(d), bear the Private Placement Legend.

          (f)     The Holder of any Global Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Securities.

          The Company or any other obligor upon the Securities or the Trustee,
in the discretion of any of them, may treat as the instrument or writing of a
Holder any instrument or writing of any Person that is identified by the
Depository as the owner of a beneficial interest in the Global Security.

SECTION 2.17.     Special Transfer Provisions.

          (a)     Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following additional provisions shall apply with respect
to the registration of any

                                      -52-

<PAGE>

proposed transfer of a Restricted Security to any Institutional Accredited
Investor which is not a QIB or to any Non-U.S. Person:

          (i)     the Registrar shall register the transfer of any Restricted
     Security, whether or not such Security bears the Private Placement Legend,
     if (x) the requested transfer is after the second anniversary of the Issue
     Date and, unless otherwise agreed to by the Company and the Registrar, the
     proposed transferee has delivered to the Registrar a legal opinion and
     certifications satisfactory to the Company and the Registrar; provided,
     however, that neither the Company nor any Affiliate of the Company has held
     any beneficial interest in such Security, or portion thereof, at any time
     on or prior to the second anniversary of the Issue Date or (y) (1) in the
     case of a transfer to an Institutional Accredited Investor which is not a
     QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to
     the Registrar a certificate substantially in the form of Exhibit D hereto
     and any legal opinions and certifications required thereby and (2) in the
     case of a transfer to a Non-U.S. Person, the proposed transferor has
     delivered to the Registrar a certificate substantially in the form of
     Exhibit E hereto;

          (ii)    if the proposed transferee is a Participant and the Securities
     to be transferred consist of Physical Securities which after transfer are
     to be evidenced by an interest in the IAI Global Security or Regulation S
     Global Security, as the case may be, upon receipt by the Registrar of (x)
     written instructions given in accordance with the Depository's and the
     Registrar's procedures and (y) the appropriate certificate, if any,
     required by clause (y) of paragraph (i) above, the Registrar shall register
     the transfer and reflect on its books and records the date and an increase
     in the principal amount of the IAI Global Security or Regulation S Global
     Security, as the case may be, in an amount equal to the principal amount of
     Physical Securities to be transferred, and the Registrar shall cancel the
     Physical Securities so transferred; and

          (iii)   if the proposed transferor is a Participant seeking to
     transfer an interest in a Global Security, upon receipt by the Registrar of
     (x) written instructions given in accordance with the Depository's and the
     Registrar's procedures and (y) the appropriate certificate, if any,
     required by clause (y) of paragraph (i) above, the Registrar

                                      -53-

<PAGE>

     shall register the transfer and reflect on its books and records the date
     and (A) a decrease in the principal amount of the Global Security from
     which such interests are to be transferred in an amount equal to the
     principal amount of the Securities to be transferred and (B) an increase in
     the principal amount of the IAI Global Security or the Regulation S Global
     Security, as the case may be, in an amount equal to the principal amount of
     the Securities to be transferred.

          (b)     Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Restricted Security to
a QIB:

          (i)     the Registrar shall register the transfer of any Restricted
     Security, whether or not such Security bears the Private Placement Legend,
     if (x) the requested transfer is after the second anniversary of the Issue
     Date; provided, however, that neither the Company nor any Affiliate of the
     Company has held any beneficial interest in such Security, or portion
     thereof, at any time on or prior to the second anniversary of the Issue
     Date or (y) such transfer is being made by a proposed transferor who has
     checked the box provided for on the form of Security stating, or has
     otherwise certified to the Company and the Registrar in writing, that the
     sale has been made in compliance with the provisions of Rule 144A to a
     transferee who has signed the certification provided for on the form of
     Security stating, or has otherwise certified to the Company and the
     Registrar in writing, that it is purchasing the Security for its own
     account or an account with respect to which it exercises sole investment
     discretion and that it and any such account is a QIB within the meaning of
     Rule 144A, and is aware that the sale to it is being made in reliance on
     Rule 144A and acknowledges that it has received such information regarding
     the Company as it has requested pursuant to Rule 144A or has determined not
     to request such information and that it is aware that the transferor is
     relying upon its foregoing representations in order to claim the exemption
     from registration provided by Rule 144A;

          (ii)    if the proposed transferee is a Participant and the Securities
     to be transferred consist of Physical Securities which after transfer are
     to be evidenced by an interest in the Rule 144A Global Security, upon
     receipt by the Registrar of written instructions given in accordance

                                      -54-

<PAGE>

     with the Depository's and the Registrar's procedures, the Registrar shall
     register the transfer and reflect on its book and records the date and an
     increase in the principal amount of the Rule 144A Global Security in an
     amount equal to the principal amount of Physical Securities to be
     transferred, and the Registrar shall cancel the Physical Securities so
     transferred; and

          (iii)   if the proposed transferor is a Participant seeking to
     transfer an interest in the IAI Global Security or the Regulation S Global
     Security, upon receipt by the Registrar of written instructions given in
     accordance with the Depository's and the Registrar's procedures, the
     Registrar shall register the transfer and reflect on its books and records
     the date and (A) a decrease in the principal amount of the IAI Global
     Security or the Regulation S Global Security, as the case may be, in an
     amount equal to the principal amount of the Securities to be transferred
     and (B) an increase in the principal amount of the 144A Global Security in
     an amount equal to the principal amount of the Securities to be
     transferred.

          (c)     Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provisions of this Indenture, a Global Security may
not be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

          (d)     Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Securities not bearing the Private Placement Legend,
the Registrar or co-Registrar shall deliver Securities that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or
replacement of Securities bearing the Private Placement Legend, the Registrar or
co-Registrar shall deliver only Securities that bear the Private Placement
Legend unless (i) there is delivered to the Trustee an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act or (ii)
such Security has been sold pursuant to an effective registration statement
under the Securities Act.

                                      -55-

<PAGE>

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

          The Registrar shall retain in accordance with its customary procedure
copies of all letters, notices and other written communications received
pursuant to Section 2.16 or this Section 2.17. The Company shall have the right
to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

          Neither the Company, the Trustee nor any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

          To the fullest extent permitted by law, the Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any
transfers between or among Participants or beneficial owners of interests in any
Global Security) other than to require delivery of such certificates and other
documentation or evidence as is expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Notices to Trustee.

          If the Company elects to redeem Securities pursuant to paragraph 6 or
paragraph 7 of the Securities or if the Company is required to redeem Securities
pursuant to paragraph 8 of the Securities (other than Exchange Securities), it
shall notify the Trustee in writing of the Redemption Date, the Redemption

                                      -56-

<PAGE>

Price and the principal amount of Securities to be redeemed. If the Company is
required to redeem the Securities pursuant to paragraph 8 of the Securities
(other than Exchange Securities) the Company shall also so notify the Escrow
Agent concurrently with its notification to the Trustee. The Company shall give
notice of redemption pursuant to paragraphs 6 or 7 of the Securities to the
Paying Agent and Trustee at least 30 days but not more than 60 days before the
Redemption Date (unless a shorter notice shall be agreed to by the Trustee in
writing), together with an Officers' Certificate stating that such redemption
will comply with the conditions contained herein. In the case of a redemption
pursuant to paragraph 8 of the Securities (other than the Exchange Securities),
the Company shall give notices to the Trustee and the Escrow Agent provided for
in this Section promptly after the occurrence of the event triggering the
requirement to redeem the Securities.

SECTION 3.02.     Selection of Securities To Be Redeemed.

          In the event that less than all of the Securities are to be redeemed
at any time, selection of such Securities for redemption will be made by the
Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which such Securities are listed or, if such Securities are
not then listed on a national securities exchange, on a pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate; provided,
however, that no Securities of a principal amount of $1,000 or less shall be
redeemed in part; and provided, further, that if a partial redemption is made
with the net cash proceeds of an Equity Offering, selection of the Securities or
portions thereof for redemption shall be made by the Trustee only on a pro rata
basis or on as nearly a pro rata basis as is practicable (subject to the
procedures of the Depository), unless such method is otherwise prohibited.

SECTION 3.03.     Notice of Redemption.

          In the case of a redemption pursuant to paragraph 6 or paragraph 7 of
the Securities, at least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first class mail, postage
prepaid, to each Holder whose Securities are to be redeemed at its registered
address. In the case of a redemption pursuant to paragraph 8 of the Securities
(other than the Exchange Securities), the Company shall mail a notice of
redemption by first class mail, postage prepaid, to each Holder of Securities at
its registered address on the date it delivers the notice to the Trustee

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<PAGE>

pursuant to Section 3.01. At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense. Each
notice for redemption shall identify the Securities to be redeemed and shall
state:

          (1)     the Redemption Date;

          (2)     the Redemption Price and the amount of accrued interest, if
     any, to be paid;

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

          (4)     that Securities called for redemption must be surrendered to
     the Paying Agent to collect the Redemption Price plus accrued interest, if
     any;

          (5)     that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption ceases to accrue on
     and after the Redemption Date, and the only remaining right of the Holders
     of such Securities is to receive payment of the Redemption Price upon
     surrender to the Paying Agent of the Securities redeemed;

          (6)     if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     Redemption Date, and upon surrender of such Security, a new Security or
     Securities in aggregate principal amount equal to the unredeemed portion
     thereof will be issued;

          (7)     if fewer than all the Securities are to be redeemed, the
     identification of the particular Securities (or portion thereof) to be
     redeemed, as well as the aggregate principal amount of Securities to be
     redeemed and the aggregate principal amount of Securities to be outstanding
     after such partial redemption; and

          (8)     the paragraph of the Securities pursuant to which the
     Securities are to be redeemed.

          The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption in whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

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<PAGE>

SECTION 3.04.     Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Securities called for redemption shall be paid at
the Redemption Price (plus accrued interest thereon to the Redemption Date), but
installments of interest, the maturity of which is on or prior to the Redemption
Date, shall be payable to Holders of record at the close of business on the
relevant Record Dates.

SECTION 3.05.     Deposit of Redemption Price.

          On or before 11:00 A.M. New York time on the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the Redemption Price plus accrued interest, if any, of all Securities to be
redeemed on that date.

          If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, interest on the Securities to be redeemed will cease to accrue on and
after the applicable Redemption Date, whether or not such Securities are
presented for payment, and the only right of the Holders of such Securities (or
the redeemed portions thereof) will be to receive payment of the Redemption
Price of and any accrued and unpaid interest on such Securities (or the redeemed
portions thereof) to the Redemption Date.

SECTION 3.06.     Securities Redeemed in Part.

          Upon surrender of a Security that is to be redeemed in part only, the
Trustee shall upon written instruction from the Company authenticate for the
Holder a new Security or Securities in a principal amount equal to the
unredeemed portion of the Security surrendered.

                                      -59-

<PAGE>

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Securities.

          The Company shall pay the principal of and interest on the Securities
in the manner provided in the Securities. An installment of principal of or
interest on the Securities shall be considered paid on the date it is due if the
Trustee or Paying Agent holds on that date U.S. Legal Tender designated for and
sufficient to pay the installment. Interest on the Securities will be computed
on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 4.02.     Maintenance of Office or Agency.

          The Company shall maintain in the Borough of Manhattan, The City of
New York, the office or agency required under Section 2.03. The Company shall
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 13.02.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

          The Company hereby initially designates the Corporate Trust Office of
the Trustee located in the Borough of Manhattan, The City of New York, as such
office of the Company in accordance with Section 2.03.

SECTION 4.03.     Limitation on Restricted Payments.

          Prior to the Effective Date, the Company shall not make any Restricted
Payment or any Permitted Investment except in connection with the consummation
of the Transactions, the BWAY Assumption and the transactions contemplated
thereby, including any Investments deemed to exist by virtue of the Escrow

                                      -60-

<PAGE>

Agreement. The foregoing shall not prohibit the Company from paying a dividend
or otherwise distributing to the holders of its Capital Stock an amount equal to
the excess of the Escrowed Property over the Mandatory Redemption Price.

          From and after the Effective Date, the Company shall not, and shall
not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly:

          (1)     declare or pay any dividend or make any distribution (other
     than dividends or distributions payable in Qualified Capital Stock) on or
     in respect of shares of Capital Stock of the Company to holders of such
     Capital Stock;

          (2)     purchase, redeem or otherwise acquire or retire for value any
     Capital Stock of the Company or any warrants, rights or options to purchase
     or acquire shares of any class of such Capital Stock, other than the
     exchange of such Capital Stock for Qualified Capital Stock;

          (3)     voluntarily defease, redeem, prepay, decrease or otherwise
     acquire or retire for value, prior to any scheduled final maturity,
     scheduled repayment or scheduled sinking fund payment, any Subordinated
     Obligations (other than a purchase, defeasance, redemption, prepayment,
     decrease or other acquisition or retirement for value in ancitipation of
     satisfying a sinking fund obligation, principal installment or final
     maturity, in each case due within one year of the date of such acquisition
     or retirement); or

          (4)     make any Investment (other than Permitted Investments) in any
     other Person

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) (other
than the exceptions thereto) being referred to as a "Restricted Payment"), if at
the time of such Restricted Payment or immediately after giving effect thereto:

          (i)     a Default or an Event of Default shall have occurred and be
     continuing; or

          (ii)    the Company is not able to incur at least $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) in compliance with Section
     4.04; or

                                      -61-

<PAGE>

          (iii)   the aggregate amount of Restricted Payments made subsequent to
     the Effective Date shall exceed the sum of:

                  (w) 50% of the cumulative Consolidated Net Income (or if
          cumulative Consolidated Net Income shall be a loss, minus 100% of such
          loss) of the Company earned subsequent to the Effective Date and on or
          prior to the date the Restricted Payment occurs (the "Reference Date")
          (treating such period as a single accounting period); plus

                  (x) 100% of the aggregate net cash proceeds received by the
          Company from any Person (other than a Subsidiary of the Company) from
          the issuance and sale subsequent to the Effective Date and on or prior
          to the Reference Date of Qualified Capital Stock of the Company
          (including Capital Stock issued upon the conversion of convertible
          Indebtedness or in exchange for outstanding Indebtedness but excluding
          the aggregate net cash proceeds from the sale of Capital Stock of the
          Company to the extent used (A) to repurchase or acquire shares of
          Capital Stock of the Company pursuant to clause (2)(ii) of the next
          succeeding paragraph or (B) to repay Subordinated Obligations pursuant
          to clause (3)(ii)(a) of the next succeeding paragraph); plus

                  (y) without duplication of any amounts included in clause
          (iii)(x) above, 100% of the aggregate net cash proceeds of any equity
          contribution received by the Company (excluding any equity
          contribution to the extent used to repay Subordinated Obligations
          pursuant to clause (3)(iii) of the next succeeding paragraph); plus

                  (z) to the extent that any Investment (other than a Permitted
          Investment) that was made after the Effective Date is sold for cash or
          otherwise liquidated or repaid for cash, the net cash proceeds
          received with respect to such sale, liquidation or repayment of such
          Investment (less the cost of such sale, liquidation or repayment, if
          any).

Any net cash proceeds included in the foregoing clause (iii)(x) or (iii)(y)
shall not be included in clause (10)(a) or clause (10)(b) of the definition of
"Permitted Investments" to the extent

                                      -62-

<PAGE>

actually utilized to make a Restricted Payment under this paragraph.

          Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

          (1)     the payment of any dividend or the consummation of any
     irrevocable redemption within 60 days after the date of declaration of such
     dividend or notice of such redemption if the dividend or payment of the
     redemption price, as the case may be, would have been permitted on the date
     of declaration or notice;

          (2)     if no Event of Default shall have occurred and be continuing
     as a consequence thereof, the acquisition of any shares of Capital Stock of
     the Company, either (i) solely in exchange for shares of Qualified Capital
     Stock of the Company, or (ii) through the application of net proceeds of a
     substantially concurrent sale (other than to a Subsidiary of the Company)
     of shares of Qualified Capital Stock of the Company;

          (3)     if no Default or Event of Default shall have occurred and be
     continuing, the defeasance, redemption, prepayment, decrease or other
     acquisition or retirement for value of any Subordinated Obligations (i)
     solely in exchange for shares of Qualified Capital Stock of the Company,
     (ii) through the application of net proceeds of a substantially concurrent
     sale for cash (other than to a Subsidiary of the Company) of (a) shares of
     Qualified Capital Stock of the Company or (b) Indebtedness in compliance
     with Section 4.04, which Indebtedness shall not have a final maturity date
     at the time such Indebtedness is incurred that is before the earlier of (x)
     the final maturity date at such time of the Subordinated Obligations being
     purchased, defeased, redeemed, prepaid, decreased or acquired or retired
     for value or (y) the final maturity date of the Securities; provided that
     such Indebtedness shall be subordinated to the Securities or the Guarantee
     of the relevant Guarantor, as the case may be, at least to the same extent
     and in the same manner as the Subordinated Obligations being refinanced,
     (iii) from net cash proceeds of any equity contribution received by the
     Company, (iv) from Net Cash Proceeds to the extent permitted by Section
     4.13,(v) to the extent provided by the agreement governing such
     Subordinated Obligations, following the occurrence of a Change of Control
     (or, in the case of Acquired Indebtedness,

                                      -63-

<PAGE>

     any similar event), but only if in each case the Company shall have
     complied with Section 4.12 and, if required, purchased all Securities
     tendered pursuant to the offer to repurchase all the Securities required
     thereby, prior to purchasing or repaying such Subordinated Obligations, or
     (vi) to the extent such Subordinated Obligations constitute Acquired
     Indebtedness that was not incurred in connection with, or in anticipation
     or contemplation of, the acquisition giving rise to the incurrence of such
     Acquired Indebtedness; and

          (4)     loans, advances, dividends, distributions or other payments
     for the purpose of and in an amount equal to the amount required to permit
     Holding to redeem or repurchase shares of its Capital Stock or options in
     respect thereof, in each case in connection with the repurchase provisions
     under employee stock option or stock purchase agreements or other
     agreements to compensate management employees or payments in respect of any
     redemption, repurchase, acquisition, cancellation or other retirement for
     value of shares of Capital Stock of Holding or options, stock appreciation
     or similar securities, in each case held by then current or former
     officers, directors or employees of Holding or any of its Subsidiaries (or
     their estates or beneficiaries under their estates) or by an employee
     benefit plan, upon death, disability, retirement or termination of
     employment; provided that such redemptions, repurchases, acquisitions,
     cancellations or other retirements pursuant to this clause (4) shall not
     exceed $10.0 million in the aggregate after the Issue Date (which amount
     shall be increased by the amount of any cash proceeds to the Company from,
     or as a contribution to its capital from, (x) sales of Capital Stock to
     directors, officers or employees of Holding or any of its Subsidiaries
     subsequent to the Effective Date and (y) any "key-man" life insurance
     policies which are used to make such redemptions or repurchases);

          (5)     the payment of fees and compensation as permitted under clause
     (1), (14) or (15) of paragraph (c) of Section 4.09;

          (6)     so long as no Default or Event of Default shall have occurred
     and be continuing, loans, advances, dividends, distributions or other
     payments not to exceed $100,000 in the aggregate, to enable the Company or
     Holding to make payments to holders of its Capital Stock in

                                      -64-

<PAGE>

     lieu of issuance of fractional shares of its Capital Stock;

          (7)     repurchases of Capital Stock deemed to occur upon the exercise
     of stock options if such Capital Stock represents a portion of the exercise
     price thereof;

          (8)     Restricted Payments made pursuant to the Merger Agreement;

          (9)     the distribution of Capital Stock of an Unrestricted
     Subsidiary of the Company to holders of Capital Stock of the Company;

          (10)    Restricted Payments (including loans and advances) in an
     aggregate amount outstanding at any time not to exceed $10.0 million (net
     of repayments of any such loans or advances); and

          (11)    loans, advances, dividends or distributions to Holding or
     other payments by the Company or any of its Restricted Subsidiaries to pay
     or permit Holding to pay Holding Expenses and Holding Related Taxes.

          In determining the aggregate amount of Restricted Payments made
subsequent to the Effective Date in accordance with clause (iii) of the second
paragraph of this covenant:

          (1)     amounts expended (to the extent such expenditure is in the
     form of cash or other property other than Capital Stock of Holding or
     Qualified Capital Stock) pursuant to clause (1) shall be included in such
     calculation; and

          (2)     amounts expended pursuant to clauses (2) through (11) shall be
     excluded from such calculation.

SECTION 4.04.     Limitation on Incurrence of Additional Indebtedness.

          Prior to the Effective Date, the Company shall not incur any
Indebtedness except the following:

          (1)     the Securities in an aggregate principal amount not to exceed
     $200.0 million; and

          (2)     Indebtedness of the Company that is not secured by a Lien on
     any assets, property or Capital Stock owned by the Company or any of its
     Subsidiaries, the proceeds of

                                      -65-

<PAGE>

     which Indebtedness are used solely for deposit (or the purchase of
     marketable direct obligations issued by the United States Government to be
     deposited) with the Escrow Agent in an amount not to exceed the amount
     necessary, together with net proceeds to the Company of the issuance of the
     Securities, to enable the Company to make the Initial Deposit.

          From and after the Effective Date, the Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume, enter into any guarantee of, acquire, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
payment of (collectively, "incur") any Indebtedness (other than Permitted
Indebtedness); provided, however, that if no Default or Event of Default shall
have occurred and be continuing at the time or as a consequence of the
incurrence of any such Indebtedness, the Company or any Guarantor may incur
Indebtedness if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company is greater than 2.0 to 1.0.

SECTION 4.05.     Corporate Existence.

          Except as otherwise permitted by Article Four or Five, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or other
existence of each of its Restricted Subsidiaries in accordance with the
respective organizational documents of each such Restricted Subsidiary and the
rights (charter and statutory) and material franchises of the Company and each
of its Restricted Subsidiaries; provided, however, that the Company shall not be
required to preserve (i)any such right or franchise of the Company or any
Restricted Subsidiary or (ii) the corporate, partnership or other existence of
any Restricted Subsidiary if the maintenance and preservation thereof is in the
judgment of the Company no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole.

SECTION 4.06.     Compliance Certificate; Notice of Default.

          (a)     The Company shall deliver to the Trustee, within 120 days
after the close of each fiscal year (which on the date hereof is December 31) an
Officers' Certificate signed by its

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<PAGE>

principal executive officer, principal financial officer or principal accounting
officer (as such terms are defined in the TIA) stating that a review of the
activities of the Company has been made under the supervision of the signing
officers with a view to determining whether it has kept, observed, performed and
fulfilled its obligations under this Indenture and further stating, as to each
such Officer signing such certificate, that to the best of such Officer's
knowledge, the Company during such preceding fiscal year has kept, observed,
performed and fulfilled each and every such covenant and no Default or Event of
Default occurred during such year and at the date of such certificate there is
no Default or Event of Default that has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate shall
describe its status with particularity. The Officers' Certificate shall also
notify the Trustee should the Company elect to change the manner in which it
fixes its fiscal year end.

          (b)     The Company shall deliver to the Trustee, forthwith upon
becoming aware of any Default or Event of Default, an Officers' Certificate
specifying the Default or Event of Default and describing its status with
particularity.

SECTION 4.07.     Reports to Holders.

          From and after the Effective Date, whether or not required by the
rules and regulations of the Commission, so long as any Securities are
outstanding, the Company shall furnish the Holders of Securities:

          (1)     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; and

          (2)     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 shall file a copy of
all such information and reports with the Commission for public availability

                                      -67-

<PAGE>

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, for a period of two years after the Issue Date, the Company shall
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act if at the time of such request the Company
is not subject to Section 13 or 15(d) of the Exchange Act. The Company will be
deemed to have satisfied such requirements if Holding files and provides
reports, documents and information of the types otherwise so required, in each
case within the applicable time periods, and the Company is not required to file
such reports, documents and information separately under the applicable rules
and regulations of the Commission (after giving effect to any exemptive relief)
because of the filings by Holding.

          The Company shall file with the Trustee within 15 days after it files
with the Commission copies of the annual reports and the information, documents
and other reports which the Company is required to file with the Commission
pursuant to this Section 4.07. The Company will also comply with the other
provisions of the TIA Section 3.14(a). Delivery of such reports, information and
documents to the Trustee is for information purposes only and the Trustee's
receipt of such shall not constitute notice or constructive notice of any
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

SECTION 4.08.     Waiver of Stay, Extension or Usury Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or other law that would prohibit or forgive the Company from paying all or any
portion of the principal of and/or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture, and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the

                                      -68-

<PAGE>

execution of every such power as though no such law had been enacted.

SECTION 4.09.     Limitations on Transactions with Affiliates.

          (a)     Prior to the Effective Date, the Company shall not enter into
or permit to exist any Affiliate Transactions other than in connection with the
consummation of the Transactions, the BWAY Assumption and the transactions
contemplated thereby.

          (b)     From and after the Effective Date, the Company shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction or series of related transactions
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with, or for the benefit of, any of
its Affiliates (an "Affiliate Transaction"), other than (x) Affiliate
Transactions permitted under paragraph (c) below and (y) Affiliate Transactions
entered into on terms that are fair and reasonable to, and in the best interests
of, the Company or such Restricted Subsidiary, as the case may be, as determined
in good faith by the Company's Board of Directors; provided, however, that for a
transaction or series of related transactions with an aggregate value of $5.0
million or more, at the Company's option, (i) such determination shall be made
in good faith by a majority of the disinterested members of the Board of the
Directors of the Company or (ii) the Board of Directors of the Company or any
such Restricted Subsidiary party to such Affiliate Transaction shall have
received a favorable opinion from a nationally recognized investment banking,
accounting or appraisal firm that such Affiliate Transaction is fair from a
financial point of view to the Company or such Restricted Subsidiary; provided,
further, that for a transaction or series of related transactions with an
aggregate value of $15.0 million or more, the Board of Directors of the Company
shall have received a favorable opinion from a nationally recognized investment
banking, accounting or appraisal firm that such Affiliate Transaction is fair
from a financial point of view to the Company or such Restricted Subsidiary.

          (c)     The foregoing restrictions shall not apply to:

          (1)     reasonable fees and compensation paid to, and indemnity
     provided on behalf of, officers, directors, employees or consultants of the
     Company or any Subsidiary of

                                      -69-

<PAGE>

          the Company as determined in good faith by the Company's Board of
          Directors;

          (2)     transactions exclusively between or among the Company and any
     of its Restricted Subsidiaries or exclusively between or among such
     Restricted Subsidiaries, provided such transactions are not otherwise
     prohibited by this Indenture;

          (3)     transactions effected as part of a Qualified Receivables
     Transaction;

          (4)     any agreement as in effect as of the Effective Date or any
     amendment thereto or any transaction contemplated thereby (including
     pursuant to any amendment thereto) in any replacement agreement thereto so
     long as any such amendment or replacement agreement is not more
     disadvantageous to the Holders in any material respect than the original
     agreement as in effect on the Effective Date;

          (5)     Restricted Payments permitted by this Indenture;

          (6)     any Permitted Investment; and any loan, advance or other
     payment described in the third paragraph of Section 4.03;

          (7)     transactions permitted by, and complying with, the provisions
     of Article Five hereof;

          (8)     any payment, issuance of securities or other payments, awards
     or grants, in cash or otherwise, pursuant to, or the funding of, employment
     arrangements and Plans approved by the Board of Directors of the Company;

          (9)     the grant of stock options or similar rights to employees and
     directors of the Company and its Subsidiaries pursuant to Plans and
     employment contracts approved by the Board of Directors of the Company;

          (10)    loans or advances to officers, directors or employees of the
     Company or its Restricted Subsidiaries not in excess of $5.0 million at any
     one time outstanding;

          (11)    the granting or performance of registration rights under a
     written registration rights agreement approved by the Board of Directors of
     the Company;

                                      -70-

<PAGE>

          (12)    transactions with Persons solely in their capacity as holders
     of Indebtedness or Capital Stock of the Company or any of its Restricted
     Subsidiaries, where such Persons are treated no more favorably than holders
     of Indebtedness or Capital Stock of the Company or such Restricted
     Subsidiary generally;

          (13)    any agreement to do any of the foregoing;

          (14)    the payment of fees, reimbursements, indemnifications and
     other amounts pursuant to any agreements between the Company and Kelso &
     Company, L.P. with respect to the payment of investment banking and annual
     financial advisory fees;

          (15)    the Transactions;

          (16)    execution, delivery and performance of a tax sharing agreement
     with respect to Holding Related Taxes;

          (17)    transactions with customers, clients, suppliers or purchasers
     or sellers of goods or services, in each case in the ordinary course of
     business and otherwise in compliance with the terms of this Indenture,
     which are fair to the Company or the relevant Restricted Subsidiary in the
     reasonable determination of the Board of Directors or senior management
     thereof or are on terms no less favorable as might reasonably have been
     obtained at such time from an unaffiliated party; and

          (18)    any transaction in the ordinary course of business, or
     approved in good faith by a majority of the Board of Directors, between the
     Company or any Restricted Subsidiary and any Affiliate of the Company
     controlled by the Company that is a joint venture or similar entity.

SECTION 4.10.     Limitation on Dividend and Other Payment Restrictions
                  Affecting Subsidiaries.

          From and after the Effective Date, the Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly, create
or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:

          (1)     pay dividends or make any other distributions on or in respect
     of its Capital Stock;

                                      -71-

<PAGE>

          (2)     make loans or advances or to pay any Indebtedness or other
     obligation owed to the Company or any other Restricted Subsidiary of the
     Company; or

          (3)     transfer any of its property or assets to the Company or any
     other Restricted Subsidiary of the Company, except for such encumbrances or
     restrictions existing under or by reason of:

                  (a) applicable law;

                  (b) this Indenture or encumbrances or restrictions
          substantially similar to the encumbrances and restrictions contained
          in this Indenture taken as a whole;

                  (c) non-assignment provisions of any contract or any lease
          entered into in the ordinary course of business;

                  (d) any instrument governing Acquired Indebtedness, which
          encumbrance or restriction is not applicable to the Company or any
          Restricted Subsidiary of the Company, or the properties or assets of
          any such Person, other than the Person or the properties or assets of
          the Person so acquired; provided, however, that such Acquired
          Indebtedness was not incurred in connection with, or in anticipation
          or contemplation of, an acquisition by the Company or the Restricted
          Subsidiary;

                  (e) agreements existing on the Effective Date;

                  (f) the Credit Facility;

                  (g) restrictions on the transfer of assets subject to any Lien
          permitted under this Indenture imposed by the holder of such Lien;

                  (h) restrictions imposed by any agreement to sell assets
          permitted under this Indenture to any Person pending the closing of
          such sale;

                  (i) any agreement or instrument governing Capital Stock of any
          Person that is acquired after the Issue Date;

                                      -72-

<PAGE>

                  (j) Indebtedness or other contractual requirements of a
          Receivables Entity in connection with a Qualified Receivables
          Transaction; provided that such restrictions apply only to such
          Receivables Entity;

                  (k) (A) encumbrances or restrictions contained in mortgages,
          pledges or other security agreements securing Indebtedness of a
          Restricted Subsidiary to the extent restricting the transfer of the
          property or assets subject thereto, (B) customary provisions
          restricting dispositions of real property interests set forth in any
          reciprocal easement agreements of the Company or any Restricted
          Subsidiary, (C) purchase money obligations that impose encumbrances or
          restrictions on the property or assets so acquired, (D) encumbrances
          or restrictions on cash or other deposits or net worth imposed by
          customers under agreements entered into in the ordinary course of
          business, (E) customary provisions contained in agreements and
          instruments entered into in the ordinary course of business (including
          but not limited to leases and joint venture and other similar
          agreements entered into in the ordinary course of business), or (F)
          encumbrances or restrictions that arise or are agreed to in the
          ordinary course of business and do not detract from the value of
          property or assets of the Company or any Restricted Subsidiary in any
          manner material to the Company or such Restricted Subsidiary;

                  (l) an agreement or instrument relating to Indebtedness of a
          Foreign Subsidiary incurred pursuant to clause (16) of the definition
          of "Permitted Indebtedness"; or

                  (m) an agreement effecting a refinancing, replacement or
          substitution of Indebtedness issued, assumed or incurred pursuant to
          an agreement referred to in clause (b), (d), (e) or (f) above;
          provided, however, that the provisions relating to such encumbrance or
          restriction contained in any such refinancing, replacement or
          substitution agreement are no less favorable to the Company or the
          Holders in any material respect as determined by the Board of
          Directors of the Company than the provisions relating to such
          encumbrance or restriction contained in agreements

                                      -73-

<PAGE>

          referred to in such clause (b), (d), (e) or (f).

SECTION 4.11.     Limitation on Liens.

          Prior to the Effective Date, the Company shall not create, incur,
assume or suffer to exist any Lien of any kind against or upon any of its
property or assets, or any proceeds, income or profit therefrom which secure any
Indebtedness other than as contemplated by the Escrow Agreement.

          From and after the Effective Date, the Company shall not, and shall
not permit any of its Restricted Subsidiaries to, create, incur, assume or
suffer to exist any Liens (other than Permitted Liens) of any kind against or
upon any of their respective property or assets, or any proceeds, income or
profit therefrom which secures Senior Subordinated Indebtedness or Subordinated
Obligations, unless:

          (1)     in the case of Liens securing Subordinated Obligations, the
     Securities or the Guarantee of the relevant Guarantor, as the case may be,
     is secured by a Lien on such property, assets, proceeds, income or profit
     that is senior in priority to such Liens at least to the same extent that
     the Securities are subordinated to Senior Debt or the Guarantee of such
     Guarantor is subordinated to Guarantor Senior Debt, as the case may be; and

          (2)     in the case of Liens securing Senior Subordinated
     Indebtedness, the Securities or the Guarantee of the relevant Guarantor, as
     the case may be, is equally and ratably secured by a Lien on such property,
     assets, proceeds, income or profit.

SECTION 4.12.     Change of Control.

          (a)     Upon the occurrence of a Change of Control, the Company shall
make an offer to purchase (the "Change of Control Offer"), and shall purchase,
on a Business Day (the "Change of Control Payment Date") as described below, all
of the then outstanding Securities at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, thereon to
the Change of Control Payment Date. The Change of Control Offer shall remain
open for at least 20 Business Days and until the close of business on the Change
of Control Payment Date.

                                      -74-

<PAGE>

          (b)     Prior to the mailing of the notice referred to below, but in
any event within 30 days following the date upon which the Company obtains
actual knowledge of any Change of Control, the Company covenants to (i) repay in
full and terminate all commitments under Indebtedness under the Credit Facility
and all other Senior Debt the terms of which require repayment upon a Change of
Control or offer to repay in full and terminate all commitments under all
Indebtedness under the Credit Facility and all other such Senior Debt and to
repay the Indebtedness owed to each lender which has accepted such offer or (ii)
obtain the requisite consents under the Credit Facility and all other Senior
Debt to permit the repurchase of the Securities as provided below. The Company
shall first comply with the covenant in the immediately preceding sentence
before it shall be required to repurchase Securities pursuant to the provisions
described below. The Company's failure to comply with the covenant described in
the second preceding sentence (and any failure to send the notice referred to in
clause (c) below because the same is prohibited by the second preceding
sentence) may (with notice and lapse of time) constitute an Event of Default
described in clause (c) of Section 6.01 but shall not constitute an Event of
Default described in clause (b) of Section 6.01.

          (c)     Within 30 days following the date upon which the company
obtains actual knowledge that a Change of Control occurred (the "Change of
Control Date"), the Company shall send, by first class mail, a notice to each
Holder, with a copy to the Trustee, which notice shall govern the terms of the
Change of Control Offer. The notice to the Holders shall contain all
instructions and materials necessary to enable such Holders to tender Securities
pursuant to the Change of Control Offer. Such notice shall state:

          (1)     that the Change of Control Offer is being made pursuant to
     this Section 4.12 and that all Securities tendered and not withdrawn will
     be accepted for payment;

          (2)     the purchase price (including the amount of accrued interest)
     and the Change of Control Payment Date, which shall be a Business Day, that
     is not earlier than 30 days or later than 45 days from the date such notice
     is mailed other than as may be required by law or stock exchange rule;

          (3)     that any Security not tendered will continue to accrue
     interest;

                                      -75-

<PAGE>

          (4)     that, unless the Company defaults in making payment therefor,
     any Security accepted for payment pursuant to the Change of Control Offer
     shall cease to accrue interest after the Change of Control Payment Date;

          (5)     that Holders electing to have a Security purchased pursuant to
     a Change of Control Offer will be required to surrender the Security, with
     the form entitled "Option of Holder to Elect Purchase" on the reverse of
     the Security completed, to the Paying Agent at the address specified in the
     notice prior to the close of business on the third Business Day prior to
     the Change of Control Payment Date;

          (6)     that Holders will be entitled to withdraw their election if
     the Paying Agent receives, not later than the second Business Day prior to
     the Change of Control Payment Date, a telegram, telex, facsimile
     transmission or letter setting forth the name of the Holder, the principal
     amount of the Securities the Holder delivered for purchase and a statement
     that such Holder is withdrawing his election to have such Security
     purchased;

          (7)     that Holders whose Securities are purchased only in part will
     be issued new Securities in a principal amount equal to the unpurchased
     portion of the Securities surrendered; and

          (8)     the circumstances and relevant facts regarding such Change of
     Control.

          On or before the Change of Control Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the purchase price plus accrued interest, if any, of all
Securities so tendered and (iii) deliver to the Trustee Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof being purchased by the Company. The Paying Agent shall promptly mail to
the Holders of Securities so accepted payment in an amount equal to the purchase
price plus accrued interest, if any, and upon written order of the Company the
Trustee shall promptly authenticate and mail to such Holders new Securities
equal in principal amount to any unpurchased portion of the Securities
surrendered. Any Securities not so accepted shall be promptly mailed by the
Company

                                      -76-

<PAGE>

to the Holder thereof. For purposes of this Section 4.12, the Trustee shall act
as the Paying Agent.

          Any amounts remaining with the Paying Agent after the purchase of
Securities pursuant to a Change of Control Offer shall be returned by the
Trustee to the Company.

          The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Change of Control Offer. To the extent
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.12, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.12 by virtue thereof.

SECTION 4.13.     Limitation on Asset Sales.

          Prior to the Effective Date, the Company shall not consummate an Asset
Sale except in connection with the consummation of the Transactions and the
transactions contemplated by the Escrow Agreement, including the BWAY Assumption
and related release of the Escrowed Property.

          From and after the Effective Date, the Company shall not, and shall
not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless:

          (1)     the Company or the applicable Restricted Subsidiary, as the
     case may be, receives consideration at the time of such Asset Sale at least
     equal to the fair market value of the assets sold or otherwise disposed of
     (as determined in good faith by the Company's Board of Directors);

          (2)     at least 75% of the consideration received by the Company or
     such Restricted Subsidiary, as the case may be, from such Asset Sale shall
     be cash or Cash Equivalents and is received at the time of such
     disposition; provided that the amount of (x) any liabilities (as shown on
     the Company's or such Restricted Subsidiary's most recent balance sheet or
     in the notes thereto) of the Company or such Restricted Subsidiary (other
     than liabilities that are by their terms subordinated to the Notes and
     other than liabilities consisting of Disqualified Capital Stock)

                                      -77-

<PAGE>

     (i) that are assumed by the transferee of any such assets and from which
     the Company and its Restricted Subsidiaries are unconditionally released or
     indemnified against by such transferee or (ii) in respect of which neither
     the Company nor any Restricted Subsidiary following such sale has any
     obligation and (y) any notes or other obligations received by the Company
     or such Restricted Subsidiary from such transferee that are promptly, but
     in no event more than 60 days after receipt, converted by the Company or
     such Restricted Subsidiary into cash or Cash Equivalents (to the extent of
     the cash or Cash Equivalents received), shall be deemed to be cash for
     purposes of this provision; and

          (3)     upon the consummation of an Asset Sale, the Company shall
     apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
     relating to such Asset Sale within 365 days of receipt thereof either:

                  (a) to prepay any Senior Debt, Guarantor Senior Debt or
          Indebtedness of a Restricted Subsidiary that is not a Guarantor and,
          in the case of any Senior Debt, Guarantor Senior Debt or Indebtedness
          of a Restricted Subsidiary that is not a Guarantor under any revolving
          credit facility, effect a permanent reduction in the availability
          under such revolving credit facility;

                  (b) to reinvest in Productive Assets; or

                  (c) a combination of prepayment and investment permitted by
          the foregoing clauses (3)(a) and (3)(b).

          On the 366th day after an Asset Sale or such earlier date, if any, as
the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (3)(a), (3)(b) and (3)(c) of the immediately preceding sentence
(each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash
Proceeds which have not been applied on or before such Net Proceeds Offer
Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the
immediately preceding sentence (each a "Net Proceeds Offer Amount") shall be
applied by the Company or such Restricted Subsidiary to make an offer to
purchase for cash (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer
Payment Date") not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger

                                      -78-

<PAGE>

Date, from all Holders on a pro rata basis, that amount of Notes equal to the
Net Proceeds Offer Amount at a price in cash equal to 100% of the principal
amount of the Securities to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase; provided, however, that if at any time
any non-cash consideration received by the Company or any Restricted Subsidiary
of the Company, as the case may be, in connection with any Asset Sale is
converted into or sold or otherwise disposed of for cash (other than interest,
dividends or other earnings received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this covenant.

          Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less
than $10.0 million, the application of the Net Cash Proceeds constituting such
Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such
time as such Net Proceeds Offer Amount plus the aggregate amount of all Net
Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date
relating to such initial Net Proceeds Offer Amount from all Asset Sales by the
Company and its Restricted Subsidiaries aggregates at least $10.0 million, at
which time the Company or such Restricted Subsidiary shall apply all Net Cash
Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred
to make a Net Proceeds Offer (the first date the aggregate of all such deferred
Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to
be a "Net Proceeds Offer Trigger Date").

          Notwithstanding the immediately preceding paragraphs of this Section
4.13, the Company and its Restricted Subsidiaries shall be permitted to
consummate an Asset Sale without complying with such paragraphs to the extent
that:

          (1)     at least 75% of the consideration for such Asset Sale
     constitutes Productive Assets; and

          (2)     such Asset Sale is for at least fair market value (as
     determined in good faith by the Company's Board of Directors); provided
     that any consideration not constituting Productive Assets received by the
     Company or any of its Restricted Subsidiaries in connection with any Asset
     Sale permitted to be consummated under this paragraph shall constitute
     consideration for purposes of the definition of "Net Cash Proceeds" and
     shall be subject to the

                                      -79-

<PAGE>

     provisions of the two preceding paragraphs; provided, that at the time of
     entering into such transaction or immediately after giving effect thereto,
     no Default or Event of Default shall have occurred or be continuing or
     would occur as a consequence thereof.

          Notice of each Net Proceeds Offer pursuant to this Section 4.13 shall
be mailed or caused to be mailed, by first class mail, by the Company within 25
days following the applicable Net Proceeds Offer Trigger Date to all Holders at
their last registered addresses, with a copy to the Trustee. A Net Proceeds
Offer shall remain open for a period of 20 Business Days or such longer period
as may be required by law. Upon receiving notice of the Net Proceeds Offer,
Holders may elect to tender their Securities in whole or in part in integral
multiples of $1,000 in exchange for cash. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Securities
pursuant to the Net Proceeds Offer and shall state the following terms:

          (1)     that the Net Proceeds Offer is being made pursuant to this
     Section 4.13 and that all Securities tendered will be accepted for payment;
     provided, however, that if the principal amount of Securities tendered in
     the Net Proceeds Offer exceeds the aggregate amount of Net Proceeds Offer
     Amount, the Company shall select the Securities to be purchased on a pro
     rata basis;

          (2)     the purchase price (including the amount of accrued interest,
     if any) and the purchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed, other than as may
     be required by applicable law);

          (3)     that any Security not tendered will continue to accrue
     interest;

          (4)     that, unless the Company defaults in making payment therefor,
     any Security accepted for payment pursuant to the Net Proceeds Offer shall
     cease to accrue interest after the Net Proceeds Offer Payment Date;

          (5)     that Holders electing to have a Security purchased pursuant to
     the Net Proceeds Offer will be required to surrender the Security, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Security completed, to the Paying Agent at the address specified

                                      -80-

<PAGE>

     in the notice prior to the close of business on the Net Proceeds Offer
     Payment Date;

          (6)     that Holders will be entitled to withdraw their election if
     the Paying Agent receives, not later than the second Business Day prior to
     the Net Proceeds Offer Payment Date, a facsimile transmission or letter
     setting forth the name of the Holder, the principal amount of the Security
     the Holder delivered for purchase and a statement that such Holder is
     withdrawing his election to have such Security purchased; and

          (7)     that Holders whose Securities are purchased only in part will
     be issued new Securities in a principal amount at maturity equal to the
     unpurchased portion of the Securities surrendered.

          On or before the Net Proceeds Offer Payment Date, the Company shall
(i) accept for payment Securities or portions thereof tendered pursuant to the
Net Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the purchase price, plus accrued interest, if any, of all
Securities to be purchased and (iii) deliver to the Trustee Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to the Holders of Securities so accepted payment in an amount equal to the
purchase price, plus accrued interest, if any, thereon set forth in the notice
of such Net Proceeds Offer. Any Security not so accepted shall be promptly
mailed by the Company to the Holder thereof. For purposes of this Section 4.13,
the Trustee shall act as the Paying Agent.

          To the extent that the aggregate amount of Notes tendered pursuant to
a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may
use any remaining Net Proceeds Offer Amount for general corporate purposes. Upon
completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall
be reset at zero.

          The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.13, the Company shall comply with the applicable

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securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.13 by virtue thereof.

SECTION 4.14.     Prohibition on Incurrence of Senior Subordinated Debt.

          Neither the Company nor any Guarantor shall incur or suffer to exist
Indebtedness that is senior in right of payment to the Securities or such
Guarantor's Guarantee and subordinate in right of payment to any other
Indebtedness of the Company or such Guarantor, as the case may be.

SECTION 4.15.     Conduct of Business.

          Prior to the Effective Date, the Company shall not engage in any
business operations other than those in connection with the issuance of the
Securities, the Escrow Agreement and the Transactions.

          From and after the Effective Date, the Company and its Restricted
Subsidiaries shall not engage in any businesses which are not the same, similar,
related or ancillary to the businesses in which the Company and its Restricted
Subsidiaries are engaged on the Issue Date except to the extent as would not be
material to the Company and its Restricted Subsidiaries taken as a whole.

SECTION 4.16.     Limitation of Guarantees by Restricted Subsidiaries.

          On the Effective Date, BWAY Manufacturing will provide a guarantee of
payment of the Securities. From and after the Effective Date, the Company shall
not permit any of its Restricted Subsidiaries, directly or indirectly, by way of
the pledge of any intercompany note or otherwise, to assume, guarantee or in any
other manner become liable with respect to any Indebtedness of the Company
(other than: (1) Permitted Indebtedness of a Restricted Subsidiary of the
Company; (2) Indebtedness under Currency Agreements in reliance on clause (5) of
the definition of "Permitted Indebtedness"; or (3) Interest Swap Obligations
incurred in reliance on clause (4) of the definition of "Permitted
Indebtedness"), unless, in any such case:

          (1)     such Restricted Subsidiary executes and delivers a
     supplemental indenture to the Indenture, providing a

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     guarantee of payment of the Securities by such Restricted Subsidiary, and

          (2)     (a) if any such assumption, guarantee or other liability of
     such Restricted Subsidiary is provided in respect of Senior Debt, the
     guarantee or other instrument provided by such Restricted Subsidiary in
     respect of such Senior Debt may be superior to such guarantee of the
     Securities pursuant to subordination provisions no less favorable to the
     Holders of the Securities than those contained in this Indenture and (b) if
     such assumption, guarantee or other liability of such Restricted Subsidiary
     is provided in respect of Indebtedness that is expressly subordinated to
     the Securities, the guarantee or other instrument provided by such
     Restricted Subsidiary in respect of such subordinated Indebtedness shall be
     subordinated to such guarantee at least to the same extent that the
     Securities are subordinated to Senior Debt.

          Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary of the Securities shall provide by its terms that it shall be
automatically and unconditionally released and discharged, without any further
action required on the part of the Trustee or any Holder, upon:

          (1)     the release of such Restricted Subsidiary from its liability
     in respect of the Indebtedness in connection with which such Guarantee was
     executed and delivered pursuant to the preceding paragraph;

          (2)     any sale or other disposition (by merger or otherwise) to any
     Person which is not a Restricted Subsidiary of the Company of all of the
     Company's Capital Stock in, or all or substantially all of the assets of,
     such Restricted Subsidiary; provided that (a) such sale or disposition of
     such Capital Stock or assets is otherwise in compliance with the terms of
     this Indenture and (b) in the case of a sale of substantially all assets,
     such assumption, guarantee or other liability of such Restricted Subsidiary
     has been released by the holders of the other Indebtedness of the Company
     so guaranteed;

          (3)     the Legal Defeasance of the Securities pursuant to Section
     8.02; or

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          (4)     such Restricted Subsidiary being designated as an Unrestricted
     Subsidiary pursuant to the provisions of this Indenture.

SECTION 4.17.     Limitation on Preferred Stock of Subsidiaries.

          From and after the Effective Date, the Company shall not permit any of
its Restricted Subsidiaries to issue any Preferred Stock (other than to the
Company or to a Restricted Subsidiary of the Company) or permit any Person
(other than the Company or a Restricted Subsidiary of the Company) to own any
Preferred Stock of any Restricted Subsidiary of the Company.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Assets.

          (a)     Except for or in connection with the BWAY Assumption, the
related release of the Escrowed Property and the Mergers, prior to the Effective
Date, the Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the Company's
assets to, another Person or Persons.

          From and after the Effective Date, the Company shall not, in a single
transaction or a series of related transactions, consolidate with or merge with
or into, or sell, assign, transfer, lease, convey or otherwise dispose of (or
cause or permit any Restricted Subsidiary of the Company to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company's assets to, another Person or Persons unless:

          (1)     either:

                  (a) the Company shall be the surviving or continuing Person of
          such merger or consolidation; or

                  (b) the surviving Person is a Person existing under the laws
          of the United States, any state thereof or the District of Columbia
          and such surviving Person shall expressly assume all the obligations

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<PAGE>

          of the Company under the Securities and this Indenture;

          (2)     immediately after giving effect to such transaction (on a pro
     forma basis, including any Indebtedness incurred or anticipated to be
     incurred in connection with such transaction and the other adjustments that
     are referred to in the definition of "Consolidated Fixed Charge Coverage
     Ratio"), the Company or the surviving Person is able to incur at least
     $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
     compliance with Section 4.04;

          (3)     immediately before and immediately after giving effect to such
     transaction (including any Indebtedness incurred or anticipated to be
     incurred in connection with the transaction), no Default or Event of
     Default shall have occurred and be continuing; and

          (4)     the Company or the surviving Person, as the case may be, has
     delivered to the Trustee an Officers' Certificate and Opinion of Counsel,
     each stating that such consolidation, merger or transfer complies with this
     Indenture, that the surviving Person agrees to be bound thereby and by the
     Securities and the Registration Rights Agreement, and that all conditions
     precedent in this Indenture relating to such transaction have been
     satisfied.

          (b)     For purposes of the foregoing paragraph (a), the transfer (by
lease, assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Subsidiaries of the Company, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

          (c)     Notwithstanding clauses (1), (2) and (3) of the foregoing
paragraph (a):

          (a)     any Restricted Subsidiary of the Company may consolidate with,
     merge into or transfer all or part of its properties and assets to the
     Company; and

          (b)     the Company may merge with an Affiliate that is (x) a Person
     that has no material assets or liabilities and that was organized solely
     for the purpose of reorganizing

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<PAGE>

     the Company in another jurisdiction or (y) a Restricted Subsidiary of the
     Company so long as all assets of the Company and the Restricted
     Subsidiaries immediately prior to such transaction are owned by such
     Restricted Subsidiary and its Restricted Subsidiaries immediately after the
     consummation thereof.

          This covenant will not apply to the Mergers.

          (d)     Upon the execution and delivery by BWAY and BWAY Manufacturing
to the Trustee of a supplemental indenture substantially in the form of Exhibit
A to the Escrow Agreement and compliance with the provisions of Section 9.07,
pursuant to which BWAY assumes, and BWAY Manufacturing guarantees, the Issuer's
obligations under this Indenture and the Securities, BWAY shall be the successor
Company under this Indenture and the Securities and shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer hereunder
and thereunder and the Issuer shall be discharged from all obligations and
covenants under this Indenture and the Securities.

SECTION 5.02.     Successor Corporation Substituted for the Company.

          Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of the Company in accordance with Section
5.01 in which the Company is not the continuing corporation, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture and the Securities with the same effect as if such Surviving
Entity had been named as such.

SECTION 5.03.     Merger, Consolidation and Sale of Assets of Any Guarantor.

          The Company shall not permit any Guarantor (other than any Guarantor
whose Guarantee is to be released in accordance with the terms of the Guarantee
and this Indenture in connection with any transaction complying with the
provisions of Section 4.13) to consolidate with or merge with or into another
Person or Persons unless: (i) the Person formed by or surviving any such
consolidation or merger (if other than the Guarantor) is a Person organized and
existing under the laws of

                                      -86-

<PAGE>

the United States or any state thereof or the District of Columbia; (ii) such
entity assumes by supplemental indenture all of the obligations of the Guarantor
on the Guarantee; (iii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing; and (iv)
immediately after giving effect to such transaction and the use of any net
proceeds therefrom on a pro forma basis, the Company could satisfy the
provisions of clause (2) of Section 5.01(a). Any merger or consolidation of a
Guarantor with and into the Company (with the Company being the surviving
entity) or another Guarantor, or of a Restricted Subsidiary with and into a
Guarantor, need only comply with clause (4) of Section 5.01(a).

          Notwithstanding the foregoing, a Guarantor may merge with an Affiliate
that is a Person that has no material assets or liabilities and which was
organized solely for the purpose of reorganizing such Guarantor in another
jurisdiction.

SECTION 5.04.     Successor Corporation Substituted for Guarantor.

          Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of any Guarantor in accordance with Section
5.03, in which such Guarantor is not the continuing corporation, the successor
Person formed by such consolidation or into which such Guarantor is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, such Guarantor under
this Indenture with the same effect as if such surviving entity has been named
as such, and the predecessor company, in the case of a conveyance, transfer or
lease, shall be released from the obligation to pay the principal of and
interest of the Securities.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.     Events of Default.

          Each of the following shall be an "Event of Default":

          (a)     the failure to pay interest on any Securities when the same
     becomes due and payable and the default continues for a period of 30 days
     (whether or not such payment

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<PAGE>

     shall be prohibited by Article Ten or Article Twelve of this Indenture);

          (b)     the failure to pay the principal on any Securities, when such
     principal becomes due and payable, at maturity, upon redemption or
     otherwise (including the failure to make a payment to purchase Securities
     tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on
     the date specified for such payment in the applicable offer to purchase and
     the failure to pay the Mandatory Redemption Price if required) (whether or
     not such payment shall be prohibited by Article Ten or Article Twelve of
     this Indenture);

          (c)     a default in the observance or performance of any other
     covenant or agreement contained in this Indenture, which default continues
     for a period of 30 days after the Company receives written notice
     specifying the default (and demanding that such default be remedied) from
     the Trustee or the Holders of at least 25% of the outstanding principal
     amount of the Securities (except in the case of a default with respect to
     Article 5 hereof, which shall constitute an Event of Default with such
     notice requirement but without such passage of time requirement);

          (d)     the failure to pay at final stated maturity (giving effect to
     any applicable grace periods and any extensions thereof) the principal
     amount of any Indebtedness of the Company or any Restricted Subsidiary
     (other than a Receivables Entity) of the Company, or the acceleration of
     the final stated maturity of any such Indebtedness (which acceleration is
     not rescinded, annulled or otherwise cured within 20 days of receipt by the
     Company or such Restricted Subsidiary of notice of any such acceleration)
     if the aggregate principal amount of such Indebtedness, together with the
     principal amount of any other such Indebtedness in default for failure to
     pay principal at final maturity or which has been accelerated (in each case
     with respect to which the 20-day period described above has elapsed),
     aggregates $15.0 million or more at any time;

          (e)     one or more judgments in an aggregate amount in excess of
     $15.0 million shall have been rendered against the Company or any of its
     Significant Subsidiaries and such judgments remain undischarged, unpaid or
     unstayed for a period of 60 days after such judgment or judgments become
     final and non-appealable;

                                      -88-

<PAGE>

          (f)     the Company or any of its Significant Subsidiaries (i)
     commences a voluntary case or proceeding under any Bankruptcy Law with
     respect to itself, (ii) consents to the entry of a judgment, decree or
     order for relief against it in an involuntary case or proceeding under any
     Bankruptcy Law, (iii) consents to the appointment of a custodian of it or
     for substantially all of its property, (iv) consents to or acquiesces in
     the institution of a bankruptcy or an insolvency proceeding against it, (v)
     makes a general assignment for the benefit of its creditors or (vi) takes
     any corporate action to authorize or effect any of the foregoing;

          (g)     a court of competent jurisdiction enters a judgment, decree or
     order for relief in respect of the Company or any of its Significant
     Subsidiaries in an involuntary case or proceeding under any Bankruptcy Law,
     which shall (i) approve as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition in respect of the
     Company or any of its Significant Subsidiaries, (ii) appoint a Custodian of
     the Company or any of its Significant Subsidiaries or for substantially all
     of any of its property or (iii) order the winding-up or liquidation of its
     affairs; and such judgment, decree or order shall remain unstayed and in
     effect for a period of 60 consecutive days; or

          (h)     any Guarantee of a Significant Subsidiary ceases to be in full
     force and effect or any Guarantee of a Significant Subsidiary is declared
     by a court of competent jurisdiction to be null and void and unenforceable
     or any Guarantee of a Significant Subsidiary is found by a court of
     competent jurisdiction to be invalid or any Guarantor that is a Significant
     Subsidiary denies in writing its liability under its Guarantee (other than
     by reason of release of a Guarantor in accordance with the terms of this
     Indenture).

SECTION 6.02.     Acceleration.

          If an Event of Default (other than an Event of Default specified in
either clause (f) or (g) of Section 6.01 above with respect to the Company)
shall occur and be continuing, the Trustee or the Holders of at least 25% in
principal amount of outstanding Securities may declare the principal of and
accrued interest on all the Securities to be due and payable by notice in
writing to the Company and the Trustee specifying

                                      -89-

<PAGE>

the respective Event of Default and that it is a "notice of acceleration" (the
"Acceleration Notice"), and the same (i) shall become immediately due and
payable or (ii) if there are any amounts outstanding under the Credit Facility,
shall become immediately due and payable upon the first to occur of an
acceleration under the Credit Facility or 5 Business Days after receipt by the
Company and the Representative under the Credit Facility of such Acceleration
Notice but only if such Event of Default is then continuing. If an Event of
Default specified in either clause (f) or (g) of Section 6.01 above with respect
to the Company occurs and is continuing, then all unpaid principal of, and
premium, if any, and accrued and unpaid interest on all of the outstanding
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

          At any time after a declaration of acceleration with respect to the
Securities as described in the preceding paragraph, the Holders of a majority in
principal amount of the Securities may rescind and cancel such declaration and
its consequences (i) if the rescission would not conflict with any judgment or
decree, (ii) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration, (iii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid,
(iv) if the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and all
other amounts due to the Trustee under Section 7.07 and (v) in the event of the
cure or waiver of an Event of Default of the type described in either clause (f)
or (g) of Section 6.01, the Trustee shall have received an Officers' Certificate
to the effect that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

SECTION 6.03.     Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                                      -90-

<PAGE>

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder 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. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04.     Waiver of Past Defaults.

          Subject to Sections 2.09, 6.07 and 9.02, the Holders of not less than
a majority in principal amount of the outstanding Securities by notice to the
Trustee may waive an existing Default or Event of Default and its consequences,
except a Default in the payment of principal of or interest on any Security as
specified in clauses (a) and (b) of Section 6.01. The Company shall deliver to
the Trustee an Officers' Certificate stating that the requisite percentage of
Holders have consented to such waiver and attaching copies of such consents.
When a Default or Event of Default is waived, it is cured and ceases.

SECTION 6.05.     Control by Majority.

          The Holders of not less than a majority in principal amount of the
outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. Subject to Section 7.01, however, the Trustee may refuse
to follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may involve the Trustee in personal liability; provided
that the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction.

          In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against any loss or expense caused by
taking such action or following such direction.

SECTION 6.06.     Limitation on Suits.

          A Securityholder may not pursue any remedy with respect to this
Indenture or the Securities unless:

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<PAGE>

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

          (2)     the Holder or Holders of at least 25% in principal amount of
     the outstanding Securities make a written request to the Trustee to pursue
     the remedy;

          (3)     such Holder or Holders offer and, if requested, provide to the
     Trustee indemnity satisfactory to the Trustee against any loss, liability
     or expense;

          (4)     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

          (5)     during such 60-day period the Holder or Holders of a majority
     in principal amount of the outstanding Securities do not give the Trustee a
     direction which, in the opinion of the Trustee, is inconsistent with the
     request.

          A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over such other
Securityholder.

SECTION 6.07.     Rights of Holders To Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal of and interest on a Security, on or
after the respective due dates expressed in such Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

SECTION 6.08.     Collection Suit by Trustee.

          If an Event of Default in payment of principal or interest specified
in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Securities for the whole amount of principal
and accrued interest and fees remaining unpaid, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate per annum
borne by the Securities and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements

                                      -92-

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and advances of the Trustee, its agents and counsel and any other amounts due
the Trustee under Section 7.07.

SECTION 6.09.     Trustee May File Proofs of Claim.

          The Trustee may 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
Securityholders allowed in any judicial proceedings relating to the Company, its
creditors or its property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the same, and any Custodian in any such judicial proceedings
is hereby authorized by each Securityholder 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 Securityholders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee under
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

SECTION 6.10.     Priorities.

          Any money or other property distributable in respect of the Company's
or any Guarantor's obligations under this Indenture shall be paid in the
following order, on the date or dates fixed by the Trustee:

          First:  to the Trustee (including any predecessor Trustee) for amounts
     due under Section 7.07;

          Second: Subject to Articles Ten and Twelve, to Holders for interest
     accrued on the Securities, ratably, without preference or priority of any
     kind, according to the amounts due and payable on the Securities for
     interest;

          Third:  Subject to Articles Ten and Twelve, to Holders for principal
     amounts due and unpaid on the Securities, ratably, without preference or
     priority of any kind,

                                      -93-

<PAGE>

     according to the amounts due and payable on the Securities for principal;
     and

          Fourth: to the Company or, if applicable, the Guarantors, as their
     respective interests may appear.

          The Trustee, upon prior notice to the Company, may fix a record date
and payment date for any payment to Securityholders 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 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 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the outstanding Securities.

                                  ARTICLE SEVEN

                                     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 their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

          (1)     The Trustee need perform only those duties as are specifically
     set forth herein or in the TIA and no duties, covenants, responsibilities
     or obligations shall be implied in this Indenture against the Trustee.

                                      -94-

<PAGE>

          (2)     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 (including Officers'
     Certificates) or opinions (including Opinions of Counsel) furnished to the
     Trustee and conforming to the requirements of this Indenture. However, in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     examine the certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture (but need not confirm or
     investigate the accuracy, mathematical calculations or other facts stated
     therein).

          (c)     Notwithstanding anything to the contrary herein, the Trustee
may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

          (1)     This paragraph does not limit the effect of paragraph (b) of
     this Section 7.01.

          (2)     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.

          (3)     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.

          (d)     No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it.

          (e)     Every provision of this Indenture that in any way relates to
the Trustee is subject to this Section 7.01.

          (f)     The Trustee shall not be liable for interest on or the
investment of any money received by it except as the Trustee may agree in
writing with the Company. Money held in

                                      -95-

<PAGE>

trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02.     Rights of Trustee.

          Subject to Section 7.01:

          (a)     The Trustee may conclusively rely on 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 if the Trustee deems it desirable that a
     matter be proved or established, which shall conform to the provisions of
     Section 13.05. The Trustee shall not be liable for any action it takes or
     omits to take in good faith in reliance on such certificate.

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

          (d)     The Trustee shall not be liable for any action it takes or
     omits to take in good faith which it reasonably believes to be authorized
     or within its rights or powers.

          (e)     The Trustee may consult with counsel and the advice or opinion
     of such counsel as to matters of law shall be full and complete
     authorization and protection from liability in respect of any action taken,
     omitted or suffered by it hereunder in good faith and in accordance with
     the advice or opinion of such counsel.

          (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, order
     or direction of any of the Holders pursuant to the provisions of this
     Indenture, unless such Holders shall have offered to the Trustee reasonable
     security or indemnity satisfactory to the Trustee against the costs,
     expenses and liabilities which may be incurred therein or thereby.

          (g)     The Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution,

                                      -96-

<PAGE>

     certificate (including any Officers' Certificate), statement, instrument,
     opinion (including any Opinion of Counsel), notice, request, direction,
     consent, order, bond, debenture, or other paper or document, but the
     Trustee, in its discretion, may make such further inquiry or investigation
     into such facts or matters as it may see fit.

          (h)     The Trustee shall not be required to give any bond or surety
     in respect of the performance of its powers and duties hereunder.

          (i)     The permissive rights of the Trustee to do things enumerated
     in this Indenture shall not be construed as duties.

          (j)     The Trustee shall not be charged with knowledge of any Default
     or Event of Default with respect to the Securities unless either (1) a
     Responsible Officer of the Trustee shall have actual knowledge of such
     Default or Event of Default or (2) written notice of such Default or Event
     of Default shall have been given to the Trustee by the Company or by any
     Holder of the Securities and shall have been received by the Trustee at the
     Corporate Trust Office of the Trustee and such notice references the
     Securities and this Indenture.

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

SECTION 7.03.     Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, its
Subsidiaries or their respective Affiliates with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

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, any Guarantee or the
Securities, except that the Trustee

                                      -97-

<PAGE>

represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied to the Company and any other obligor upon the Securities in
connection with the registration of any Securities and any Guarantees issued
hereunder are and will be true and accurate subject to the qualifications set
forth therein. The Trustee shall not be accountable for the Company's use of the
proceeds from the Securities, and it shall not be responsible for the recitals
herein or any statement of the Company in this Indenture or any document issued
in connection with the sale of Securities or any statement in the Securities
other than the Trustee's certificate of authentication. The Trustee makes no
representations with respect to the effectiveness or adequacy of this Indenture.

SECTION 7.05.     Notice of Default.

          If a Default or an Event of Default occurs and is continuing and the
Trustee receives actual notice of such Default or Event of Default, the Trustee
shall mail to each Securityholder notice of the uncured Default or Event of
Default within 90 days after such Default or Event of Default occurs. Except in
the case of a Default or an Event of Default in payment of principal of, or
interest on, any Security, including an accelerated payment and the failure to
make payment on the Change of Control Payment Date pursuant to a Change of
Control Offer or the Net Proceeds Offer Payment Date pursuant to a Net Proceeds
Offer, the Trustee may withhold the notice if and so long as the Board of
Directors, the executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determines that withholding
the notice is in the interest of the Securityholders.

SECTION 7.06.     Reports by Trustee to Holders.

          Within 60 days after each May 15, beginning with the first May 15
following the date of this Indenture, the Trustee shall, to the extent that any
of the events described in TIA Section 313(a) occurred within the previous
twelve months, but not otherwise, mail to each Securityholder a brief report
dated as of such date that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Sections 313(b), 313(c) and 313(d).

          A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with

                                      -98-

<PAGE>

the Commission and each securities exchange, if any, on which the Securities are
listed.

          The Company shall notify the Trustee if the Securities become listed
on any securities exchange or of any delisting thereof and the Trustee shall
comply with TIA Section 313(d).

SECTION 7.07.     Compensation and Indemnity.

          The Company shall pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for its services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances (including reasonable fees and expenses of counsel)
incurred or made by it in addition to the compensation for its services, except
any such disbursements, expenses and advances as may be attributable to the
Trustee's negligence or willful misconduct. Such expenses shall include the
reasonable fees and expenses of the Trustee's agents and counsel.

          The Company and the Guarantors shall indemnify the Trustee and its
agents, employees, officers, stockholders and directors for, and hold them
harmless against, any loss, liability or expense incurred by them except to the
extent caused by any negligence or willful misconduct on their part, arising out
of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending themselves against or
investigating any claim (whether asserted by the Company, a Guarantor, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of the Trustee's rights, powers or duties hereunder
(including in connection with enforcing the provisions of this Section 7.07).
The Trustee shall notify the Company promptly of any claim asserted against the
Trustee or any of its agents, employees, officers, stockholders and directors
for which it may seek indemnity; provided, however, that any failure of the
Trustee to so notify the Company shall not relieve the Company or any Guarantor
of its obligations under this Section 7.07 unless and to the extent that it has
been materially prejudiced (through the forfeiture of substantive rights or
defenses. The Company may, subject to the approval of the Trustee, defend the
claim and the Trustee shall cooperate in the defense. The Trustee and its
agents, employees, officers, stockholders and directors subject to the claim may

                                      -99-

<PAGE>

have one firm of separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel; provided, however, that the Company will not be
required to pay such fees and expenses if, subject to the approval of the
Trustee, it assumes the Trustee's defense and, in the sole determination of the
Trustee, there is no conflict of interest between the Company and the Trustee
and its agents, employees, officers, stockholders and directors subject to the
claim in connection with such defense or there are no legal defenses available
to the Trustee that are different from or are in addition to those available to
the Company, or if all parties commonly represented agree as to the action (or
inaction) of counsel. Notwithstanding the foregoing, if the failure to provide
separate counsel to the Trustee in any such action or proceeding, in the sole
judgment of the Trustee, would jeopardize the reputation or name or otherwise
materially adversely affect the business interests of the Trustee, the Trustee
shall be entitled to separate counsel, the reasonable fees and expenses in
respect of which shall be borne by the Company. The Company need not pay for any
settlement made without its written consent. The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

          With respect to the Company's payment obligations in this Section
7.07, the Trustee shall have a claim prior to the Securities against all money
or property held or collected by the Trustee, in its capacity as Trustee. The
obligations of the Company and the Guarantors under this Section shall not be
subordinated to the payment of Senior Debt pursuant to Article Ten or Article
Twelve except assets or money held in trust to pay principal of or interest on
particular Securities.

          In addition to and without prejudice to the rights provided to the
Trustee under any provision of this Indenture, when the Trustee incurs expenses
or renders services after an Event of Default specified in clause (f) or (g) of
Section 6.01 occurs, such expenses (including reasonable attorneys' fees and
expenses) and the compensation for such services are intended to constitute
expenses of administration under any applicable Bankruptcy Law.

          The term "Trustee" for purposes of this Section shall include any
predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

                                      -100-

<PAGE>

          Notwithstanding any other provision in this Indenture, the foregoing
provisions of this Section 7.07 shall survive the resignation or removal of the
Trustee, the satisfaction and discharge of this Indenture, the appointment of a
successor Trustee or the termination of this Indenture for any reason.

SECTION 7.08.     Replacement of Trustee.

          The Trustee may resign at any time by so notifying the Company in
writing. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Company and the Trustee
and may appoint a successor Trustee. The Company may remove the Trustee if:

          (1)     the Trustee fails to comply with Section 7.10;

          (2)     the Trustee is adjudged a bankrupt or an insolvent;

          (3)     a receiver or other public officer takes charge of the Trustee
     or its property; or

          (4)     the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall notify each Holder of such
event and 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 Securities may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 7.07, 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. A successor Trustee shall mail notice of its succession to each
Securityholder.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee (at the reasonable
expense of the Company), the

                                      -101-

<PAGE>

Company or the Holders of at least 10% in principal amount of the outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

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

SECTION 7.09.     Successor Trustee by Merger, Etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; provided that such
corporation shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10.     Eligibility; Disqualification.

          This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. In addition, if the
Trustee is a corporation included in a bank holding company system, the Trustee,
independently of the bank holding company, shall meet the capital requirements
of TIA Section 310(a)(2). The Trustee shall comply with TIA Section 310(b);
provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Company
and any other obligor of the Securities.

SECTION 7.11.     Preferential Collection of Claims Against Company.

          The Trustee, in its capacity as Trustee hereunder, shall comply with
TIA Section 311(a), excluding any creditor relationship

                                      -102-

<PAGE>

listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.     Termination of the Company's Obligations.

          The Company may terminate its obligations under the Securities and
this Indenture, except those obligations referred to in the penultimate
paragraph of this Section 8.01, if all Securities previously authenticated and
delivered (other than destroyed, lost or stolen Securities which have been
replaced or paid or Securities for whose payment U.S. Legal Tender has
theretofore been deposited with the Trustee or the Paying Agent in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company, as provided in Section 8.05 or discharged from such trust) have been
delivered to the Trustee for cancellation and the Company has paid all sums
payable by it hereunder, or if:

          (a)     either (i) pursuant to Article Three, the Company shall have
     given notice to the Trustee and mailed a notice of redemption to each
     Holder of the redemption of all of the Securities in accordance with the
     provisions hereof or (ii) all Securities have otherwise become due and
     payable hereunder or will become due and payable within one year, or are to
     be called for redemption within one year, under arrangements reasonably
     satisfactory to the Trustee for the giving of notice of redemption by the
     Trustee in the name, and at the expense, of the Company;

          (b)     the Company shall have irrevocably deposited or caused to be
     deposited with the Trustee or a trustee satisfactory to the Trustee, under
     the terms of an irrevocable trust agreement in form and substance
     satisfactory to the Trustee, as trust funds in trust solely for the benefit
     of the Holders of that purpose, U.S. Legal Tender in such amount as is
     sufficient without consideration of reinvestment of such interest, to pay
     principal of, premium, if any, and interest on the outstanding Securities
     to maturity or redemption; provided that the Trustee shall have been
     irrevocably instructed to apply such U.S. Legal Tender

                                      -103-

<PAGE>

     to the payment of said principal, premium, if any, and interest with
     respect to the Securities;

          (c)     the Company shall have paid all other sums payable by it
     hereunder; and

          (d)     the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent providing for or relating to the termination of the Company's
     obligations under the Securities and this Indenture have been complied
     with.

          Subject to the next sentence and notwithstanding the foregoing
paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01,
4.02, 7.07, 8.05 and 8.06 shall survive until the Securities are no longer
outstanding pursuant to the last paragraph of Section 2.08. After the Securities
are no longer outstanding, the Company's obligations in Sections 7.07, 8.05 and
8.06 shall survive.

          After such delivery or irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under
the Securities and this Indenture except for those surviving obligations
specified above.

SECTION 8.02.     Legal Defeasance and Covenant Defeasance.

          (a)     The Company may, at its option by Board Resolution of the
Company, at any time, elect to have either paragraph (b) or (c) below be applied
to all outstanding Securities upon compliance with the conditions set forth in
Section 8.03.

          (b)     Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from its obligations and the Guarantors shall be deemed to have been
discharged from their obligations with respect to all outstanding Securities on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Securities, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.04 hereof and the other Sections of this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations

                                      -104-

<PAGE>

under such Securities and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions, which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Securities to receive solely from the trust fund described in Section 8.04
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Securities when such
payments are due, (ii) the Company's obligations with respect to such Securities
under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (iv) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this paragraph (b) notwithstanding the prior exercise of its option under
paragraph (c) hereof.

          (c)     Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03 hereof, be released
from its obligations under the covenants contained in Sections 4.03, 4.04, 4.07
and Sections 4.09 through 4.17 and Article Five hereof and under any covenants
added pursuant to Section 9.01(5) hereof with respect to the outstanding
Securities on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Securities 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 Securities shall
not be deemed outstanding for accounting purposes) and Holders of the Securities
and any amounts deposited under Section 8.03 hereof shall cease to be subject to
any obligations to, or the rights of, any holder of Senior Debt under Article
Ten or Guarantor Senior Debt, if any, under Article Twelve or otherwise. For
this purpose, such Covenant Defeasance means that, with respect to the
outstanding Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under

                                      -105-

<PAGE>

Section 6.01(c) hereof, but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby. In addition, upon the
Company's exercise under paragraph (a) hereof of the option applicable to this
paragraph (c), subject to the satisfaction of the conditions set forth in
Section 8.03 hereof and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) and 6.01(g)
shall not constitute Events of Default.

SECTION 8.03.     Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions to the application of either
Section 8.02(b) or 8.02(c) hereof to the outstanding Securities:

          (a)     the Company must irrevocably deposit with the Trustee, in
     trust, for the benefit of the Holders, U.S. Legal Tender or U.S. Government
     Obligations or a combination thereof, in such amounts as will be
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay the principal of, premium, if any, and interest on
     the Securities on the stated date for payment thereof or on the applicable
     redemption date, as the case may be;

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

          (c)     in the case of an election under Section 8.02(c) hereof, the
     Company shall have delivered to the Trustee an Opinion of Counsel in the
     United States reasonably acceptable to the Trustee confirming that the
     Holders of the Securities will not recognize income, gain or loss for
     federal

                                      -106-

<PAGE>

     income tax purposes as a result of such Covenant Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Covenant Defeasance
     had not occurred;

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

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

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

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

          (h)     the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that assuming no intervening bankruptcy or insolvency
     of the Company between the date of deposit and the 91st day following the
     deposit and that no Holder is an insider of the Company, after the 91st day
     following the deposit, the trust funds will not be subject to the effect of
     any applicable Bankruptcy Law.

          Notwithstanding the foregoing, the Opinion of Counsel required by
clause (b) above of this Section 8.03 with respect to a Legal Defeasance need
not be delivered if all Securities not theretofore delivered to the Trustee for
cancellation (i) have become due and payable or (ii) will become due and payable

                                      -107-

<PAGE>

on the Maturity Date within one year, or are to be called for redemption within
one year, under arrangements reasonably satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company.

SECTION 8.04.     Application of Trust Money.

          The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or
U.S. Government Obligations deposited with it pursuant to this Article Eight,
and shall apply the deposited U.S. Legal Tender and the money from U.S.
Government Obligations in accordance with this Indenture to the payment of
principal of and interest on the Securities. The Trustee shall be under no
obligation to invest said U.S. Legal Tender or money paid in respect of U.S.
Government Obligations.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.03 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 Securities.

          Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the Company's
request any U.S. Legal Tender or U.S. Government Obligations held by it as
provided in Section 8.03 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, 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 8.05.     Repayment to the Company.

          Subject to this Article Eight, the Trustee and the Paying Agent shall
promptly pay to the Company upon request any excess U.S. Legal Tender or U.S.
Government Obligations held by them at any time and thereupon shall be relieved
from all liability with respect to such money. The Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years. After payment to the
Company, Holders entitled to such money must look to the Company for payment as

                                      -108-

<PAGE>

general creditors unless an applicable law designates another Person.

SECTION 8.06.     Reinstatement.

          If the Trustee or Paying Agent is unable to apply any U.S. Legal
Tender or money received in respect of U.S. Government Obligations in accordance
with this Article Eight by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities,
and each Guarantor's obligation under its Guarantee shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Eight
until such time as the Trustee or Paying Agent is permitted to apply all such
U.S. Legal Tender or money received in respect of U.S. Government Obligations in
accordance with this Article Eight; provided that if the Company has made any
payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the U.S. Legal
Tender or U.S. Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     Without Consent of Holders.

          Subject to Section 9.03, the Company, the Guarantors and the Trustee,
as applicable, together, may amend or supplement this Indenture, the Securities
or the Guarantees without notice to or consent of any Securityholder:

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

          (2)     to evidence the succession in accordance with Article Five
     hereof of another Person to the Company and the assumption by any such
     successor of the covenants of the Company herein and in the Securities;

          (3)     to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

                                      -109-

<PAGE>

          (4)     to make any other change that does not adversely affect the
     rights of any Securityholders hereunder in any material respect;

          (5)     to comply with any requirements of the Commission in
     connection with the qualification of this Indenture under the TIA;

          (6)     to add or release any Guarantor pursuant to the terms of this
     Indenture; or

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

provided that the Company has delivered to the Trustee, upon the Trustee's
request, an Opinion of Counsel and/or an Officers' Certificate, each stating
that such amendment or supplement complies with the provisions of this Section
9.01.

Notwithstanding the foregoing provisions of this Section 9.01 and of Section
9.02, on or after the date hereof (but after the execution and delivery of this
Indenture and the issuance of the Securities), BWAY, BWAY Manufacturing and the
Trustee may execute and deliver a supplemental indenture giving effect to the
BWAY Assumption and to the Guarantee by BWAY Manufacturing of the Securities, in
each case without notice to or consent of any Holder.

SECTION 9.02.     With Consent of Holders.

          Subject to Sections 6.07 and 9.03, the Company, the Guarantors and the
Trustee, as applicable, together, with the written consent of the Holder or
Holders of at least a majority in aggregate principal amount of the outstanding
Securities, may amend or supplement this Indenture, the Securities or the
Guarantees, without notice to any other Securityholders. Subject to Sections
6.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount
of the outstanding Securities may waive compliance by the Company with any
provision of this Indenture, the Securities or the Guarantees without notice to
any other Securityholder. Without the consent of each Securityholder affected,
however, no amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may:

          (1)     reduce the amount of Securities whose Holders must consent to
     an amendment, supplement or waiver;

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          (2)     reduce the rate of or change or have the effect of changing
     the time for payment of interest, including default interest, on any
     Securities;

          (3)     reduce the principal of or change or have the effect of
     changing the fixed maturity of any Securities, or change the date on which
     any Securities may be subject to redemption or reduce the redemption price
     therefor;

          (4)     make any Securities payable in money other than that stated in
     the Securities;

          (5)     make any change in provisions of this Indenture protecting the
     right of each Holder to receive payment of principal of and interest on
     such Security on or after the due date thereof or to bring suit to enforce
     such payment, or permitting Holders of a majority in principal amount of
     the Securities to waive Defaults or Events of Default;

          (6)     after the Company's obligation to purchase Securities arises
     thereunder, amend, change or modify in any material respect the obligation
     of the Company to make and consummate a Change of Control Offer with
     respect to a Change of Control that has occurred or make and consummate a
     Net Proceeds Offer with respect to any Asset Sale that has been
     consummated, or modify any of the provisions or definitions with respect
     thereto;

          (7)     make any change to paragraph 8 of the Securities (other than
     the Exchange Securities) which would adversely affect the rights of any of
     the Holders to receive the Mandatory Redemption Price; or

          (8)     modify or change any provision of this Indenture or the
     related definitions affecting the subordination or ranking of the
     Securities or any Guarantee in a manner which adversely affects the
     Holders.

          Notwithstanding Section 9.01 and the foregoing provisions of this
Section 9.02, no amendment or modification to Article Ten or Twelve of this
Indenture that adversely affects the rights of (i) the Holders of Indebtedness
under the Credit Facility or (ii) any Holder of Senior Indebtedness at the time
outstanding (which Senior Indebtedness has been previously designated in writing
by the Company to the Trustee for this purpose) may be made unless the holders
of the Senior Indebtedness referred to in clauses (i) and (ii) above (or any
group or representative

                                      -111-

<PAGE>

thereof authorized to give a consent) consent in writing to such amendment or
modification.

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

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

SECTION 9.03.     Effect on Senior Debt.

          No amendment of, or supplement or waiver to, this Indenture shall
adversely affect the rights of any holder of Senior Debt or Guarantor Senior
Debt under Article Ten or Article Twelve, as the case may be, of this Indenture,
without the consent of such holder.

SECTION 9.04.     Compliance with TIA.

          From the date on which this Indenture is qualified under the TIA,
every amendment, waiver or supplement of this Indenture, the Securities or the
Guarantees shall comply with the TIA as then in effect.

SECTION 9.05.     Revocation and Effect of Consents.

          Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security by notice to the Trustee
or the Company received before the date on which the Trustee receives an
Officers' Certificate certifying that the Holders of the requisite principal
amount of Securities have consented (and not theretofore revoked such consent)
to the amendment, supplement or waiver.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled

                                      -112-

<PAGE>

to consent to any amendment, supplement or waiver. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1) through (8) of Section 9.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
all or part of the same debt as the consenting Holder's Security; provided that
any such waiver shall not impair or affect the right of any Holder to receive
payment of principal of and interest on a Security, on or after the respective
due dates expressed in such Security, or to bring suit for the enforcement of
any such payment on or after such respective dates without the consent of such
Holder.

SECTION 9.06.     Notation on or Exchange of Securities.

          If an amendment, supplement or waiver changes the terms of a Security,
the Company may require the Holder of the Security to deliver it to the Trustee.
The Company shall provide the Trustee with an appropriate notation on the
Security about the changed terms and cause the Trustee to return it to the
Holder at the Company's expense. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or issue a new Security shall not affect the
validity and effect of such amendment, supplement or waiver.

SECTION 9.07.     Trustee To Sign Amendments, Etc.

          The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; provided that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate,
each stating that the execution of any

                                      -113-

<PAGE>

amendment, supplement or waiver authorized pursuant to this Article Nine is
authorized or permitted by this Indenture and constitutes the legal, valid and
binding obligations of the Company enforceable in accordance with its terms.
Such Opinion of Counsel shall be at the expense of the Company.

                                   ARTICLE TEN

                           SUBORDINATION OF SECURITIES

SECTION 10.01.    Securities Subordinated to Senior Debt.

          Anything herein to the contrary notwithstanding, the Company, for
itself and its successors, and each Holder, by his or her acceptance of
Securities, agrees that the payment of all Obligations owing to the Holders in
respect of the Securities is subordinated, to the extent and in the manner
provided in this Article Ten, to the prior payment in full in cash or Cash
Equivalents (other than Cash Equivalents of the type referred to in clauses (4),
(5) and (6) of the definition thereof), or such payment duly provided for to the
satisfaction of the holders of Senior Debt, of all Senior Debt (including the
Obligations with respect to the Credit Facility). Notwithstanding the foregoing,
payments and distributions made relating to the Securities pursuant to the trust
described under Article Eight shall not be so subordinated in right of payment.

          This Article Ten shall constitute a continuing offer to all Persons
who become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt and such holders are made
obligees hereunder and any one or more of them may enforce such provisions. Each
such holder shall be deemed to have acquired such Senior Debt in reliance upon
the covenants and provisions contained in this Article Ten.

SECTION 10.02.    Suspension of Payment When Senior Debt Is in Default.

          (a)     If any default occurs and is continuing in the payment when
due, whether at maturity, upon any redemption, by declaration or otherwise, of
any principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Senior Debt (a
"Payment Default"), then no payment or distribution of any kind or character
shall be made by or on behalf of the Company or

                                      -114-

<PAGE>

any other Person on its or their behalf with respect to any Obligations on or
relating to the Securities or to acquire any of the Securities for cash or
property or otherwise.

          (b)     If any other event of default (other than a Payment Default)
occurs and is continuing with respect to any Designated Senior Debt (as such
event of default is defined in the instrument creating or evidencing such
Designated Senior Debt) permitting the holders of such Designated Senior Debt
then outstanding to accelerate the maturity thereof (a "Non-payment Default")
and if the Representative for the respective issue of Designated Senior Debt
gives notice of the event of default to the Trustee stating that such notice is
a payment blockage notice (a "Payment Blockage Notice"), then, unless and until
all events of default have been cured or waived or have ceased to exist or a
Responsible Officer of the Trustee receives at the Corporate Trust Office of the
Trustee written notice thereof from the Representative for the respective issue
of Designated Senior Debt terminating the Payment Blockage Period, during the
180 days after the delivery of such Payment Blockage Notice (the "Payment
Blockage Period"), neither the Company nor any other Person on its behalf shall
(x) make any payment or distribution of any kind or character with respect to
any Obligations on or with respect to the Securities or (y) acquire any of the
Securities for cash or property or otherwise. Notwithstanding anything herein to
the contrary, (x) in no event will a Payment Blockage Period extend beyond 180
days from the date the applicable Payment Blockage Notice is received by the
Trustee and (y) only one such Payment Blockage Notice may be delivered within
any 360 consecutive days. For all purposes of this Section 10.02(b), no event of
default which existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Debt shall be, or
be made, the basis for the commencement of a second Payment Blockage Period by
the Representative of such Designated Senior Debt whether or not within a period
of 360 consecutive days, unless such event of default shall have been cured or
waived for a period of not less than 90 consecutive days (it being acknowledged
that any subsequent action, or any breach of any financial covenants for a
period commencing after the date of commencement of such Payment Blockage Period
that, in either case, would give rise to an event of default pursuant to any
provisions under which an event of default previously existed or was continuing
shall constitute a new event of default for this purpose).

                                      -115-

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          (c)     In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by the foregoing provisions of this Section 10.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt (pro rata to such holders on the basis of the respective amount of
Senior Debt held by such holders) or their respective Representatives, as their
respective interests may appear. The Trustee shall be entitled to rely on
information regarding amounts then due and owing on the Senior Debt, if any,
received from the holders of Senior Debt (or their Representatives) or, if such
information is not received from such holders or their Representatives, from the
Company and only amounts included in the information provided to the Trustee
shall be paid to the holders of Senior Debt.

          If payment of the Securities is accelerated because of an Event of
Default, the Company or the Trustee shall promptly notify the holders of the
Senior Debt or the Representative of such holders of the acceleration. If any
Senior Debt is outstanding, such acceleration will not be effective until the
time specified in Section 6.02.

          Nothing contained in this Article Ten shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Section 6.02 or to pursue any rights or
remedies hereunder; provided that all Senior Debt thereafter due or declared to
be due shall first be paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof) before the Holders are entitled to receive any payment of
any kind or character with respect to Obligations on the Securities.

SECTION 10.03.    Securities Subordinated to Prior Payment of All Senior Debt on
                  Dissolution, Liquidation or Reorganization of the Company.

          (a)     Upon any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the Company
or in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to the Company or its property, whether voluntary or
involuntary, all Obligations due or

                                      -116-

<PAGE>

to become due upon all Senior Debt shall first be paid in full in cash or Cash
Equivalents (other than Cash Equivalents of the type referred to in clauses (4),
(5) and (6) of the definition thereof), or such payment duly provided for to the
satisfaction of the holders of Senior Debt, before any payment or distribution
of any kind or character is made on account of any Obligations on or relating to
the Securities, or for the acquisition of any of the Securities for cash or
property or otherwise. Upon any such dissolution, winding-up, liquidation,
reorganization, receivership or similar proceeding, any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee under this
Indenture would be entitled, except for the provisions hereof, shall be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders or
by the Trustee under this Indenture if received by them, directly to the holders
of Senior Debt (pro rata to such holders on the basis of the respective amounts
of Senior Debt held by such holders) or their respective Representatives, or to
the trustee or trustees under any indenture pursuant to which any of such Senior
Debt may have been issued, as their respective interests may appear, for
application to the payment of Senior Debt remaining unpaid until all such Senior
Debt has been paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof) after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of Senior Debt.

          (b)     To the extent any payment of Senior Debt (whether by or on
behalf of the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then, if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person, the Senior Debt or part thereof originally intended to
be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

          (c)     In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, shall be received by any Holder when such payment
or distribution

                                      -117-

<PAGE>

is prohibited by this Section 10.03, such payment or distribution shall be held
in trust for the benefit of, and shall be paid over or delivered to, the holders
of Senior Debt (pro rata to such holders on the basis of the respective amount
of Senior Debt held by such holders) or their respective Representatives, or to
the trustee or trustees under any indenture pursuant to which any of such Senior
Debt may have been issued, as their respective interests may appear, for
application to the payment of Senior Debt remaining unpaid until all such Senior
Debt has been paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof), after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of such Senior Debt.

          (d)     The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of the
Company following the conveyance or transfer of all or substantially all of its
assets, to another Person upon the terms and conditions provided in Article Five
hereof and as long as permitted under the terms of the Senior Debt shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section if such other Person shall, as a part of such consolidation,
merger, conveyance or transfer, assume the Company's obligations hereunder in
accordance with Article Five hereof.

SECTION 10.04.    Payments May Be Paid Prior to Dissolution.

          Nothing contained in this Article Ten or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Sections
10.02 and 10.03, from making payments at any time for the purpose of making
payments of principal of and interest on the Securities, or from depositing with
the Trustee any moneys for such payments, or (ii) in the absence of actual
knowledge by a Responsible Officer of the Trustee that a given payment would be
prohibited by Section 10.02 or 10.03, the application by the Trustee of any
moneys deposited with it for the purpose of making such payments of principal
of, and interest on, the Securities to the Holders entitled thereto unless at
least two Business Days prior to the date upon which such payment would
otherwise become due and payable a Responsible Officer shall have actually
received the written notice provided for in the first sentence of Section
10.02(b) or in Section 10.07 (provided that, notwithstanding the foregoing, the
subordination of the Securities to Senior

                                      -118-

<PAGE>

Debt shall not be affected and the Holders receiving any payments made in
contravention of Section 10.02 and/or 10.03 (and the respective such payments)
shall otherwise be subject to the provisions of this Article Ten). The Company
shall give prompt written notice to the Trustee of any dissolution, winding-up,
liquidation or reorganization of the Company, although any delay or failure to
give any such notice shall have no effect on the subordination provisions
contained herein.

SECTION 10.05.    Holders To Be Subrogated to Rights of Holders of Senior Debt.

          Subject to the payment in full in cash or Cash Equivalents (other than
Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof) of all Senior Debt, the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Debt until the Securities shall be paid in full; and, for the purposes of
such subrogation, no such payments or distributions to the holders of the Senior
Debt by or on behalf of the Company, or by or on behalf of the Holders by virtue
of this Article Ten, which otherwise would have been made to the Holders shall,
as between the Company and the Holders, be deemed to be a payment by the Company
to or on account of the Senior Debt, it being understood that the provisions of
this Article Ten are and are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of Senior Debt,
on the other hand.

SECTION 10.06.    Obligations of the Company Unconditional.

          Nothing contained in this Article Ten or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Debt, and the Holders, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders the
principal of and any interest on the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Debt, nor shall anything herein or therein
prevent the Holder of any Security or the Trustee on its behalf from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to

                                      -119-

<PAGE>

the rights, if any, in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

SECTION 10.07.    Notice to Trustee.

          The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities pursuant to the provisions of this
Article Ten, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein. Regardless of anything
to the contrary contained in this Article Ten or elsewhere in this Indenture,
the Trustee shall not be charged with knowledge of the existence of any default
or event of default with respect to any Senior Debt or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until a
Responsible Officer of the Trustee shall have received at the Corporate Trust
Office of the Trustee notice in writing from the Company or from a holder of
Senior Debt or a Representative therefor and, prior to the receipt of any such
written notice, the Trustee shall be entitled to assume that no such facts
exist. The Trustee shall be entitled to rely on the delivery to it of any notice
pursuant to this Section 10.07 to establish that such notice has been given by a
holder of Senior Debt (or a Representative thereof).

          In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Ten, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Ten, and if such evidence is not furnished the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

SECTION 10.08.    Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

          Upon any payment or distribution of assets of the Company referred to
in this Article Ten, the Trustee, subject to the provisions of Article Seven
hereof, and the Holders of the Securities shall be entitled to rely upon any
order or decree

                                      -120-

<PAGE>

made by any court of competent jurisdiction in which any insolvency, bankruptcy,
receivership, dissolution, winding-up, liquidation, reorganization or similar
case or proceeding is pending, or upon a certificate of the receiver, trustee in
bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or
other person making such payment or distribution, delivered to the Trustee or
the Holders of the Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Debt and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Ten.

SECTION 10.09.    Trustee's Relation to Senior Debt.

          The Trustee and any agent of the Company or the Trustee shall be
entitled to all the rights set forth in this Article Ten with respect to any
Senior Debt which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Senior Debt and nothing in
this Indenture shall deprive the Trustee or any such agent of any of its rights
as such holder.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt.

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

SECTION 10.10.    Subordination Rights Not Impaired by Acts or Omissions of the
                  Company or Holders of Senior Debt.

          No right of any present or future holders of any Senior Debt to
enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act by any such holder, or by any noncompliance by
the Company with the terms of this Indenture, regardless of any

                                      -121-

<PAGE>

knowledge thereof which any such holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee, without incurring responsibility to the
Trustee or the Holders of the Securities and without impairing or releasing the
subordination provided in this Article Ten or the obligations hereunder of the
Holders of the Securities to the holders of the Senior Debt, 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, Senior Debt, or otherwise amend or
supplement in any manner Senior Debt, or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any Person liable in any manner for the
payment or collection of Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 10.11.    Securityholders Authorize Trustee To Effectuate Subordination
                  of Securities.

          Each Holder of Securities by its acceptance of them authorizes and
expressly directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior Debt
and the Holders of Securities, the subordination provided in this Article Ten,
and appoints the Trustee its attorney-in-fact for such purposes, including, in
the event of any dissolution, winding-up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of credits or
otherwise) tending towards liquidation of the business and assets of the
Company, the filing of a claim for the unpaid balance of its Securities and
accrued interest in the form required in those proceedings.

          If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Senior Debt or their
Representative are or is hereby authorized to have the right to file and are or
is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities. Nothing

                                      -122-

<PAGE>

herein contained shall be deemed to authorize the Trustee or the holders of
Senior Debt or their Representative to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee or the holders of Senior Debt or their
Representative to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 10.12.    This Article Ten Not To Prevent Events of Default.

          The failure to make a payment on account of principal of or interest
on the Securities by reason of any provision of this Article Ten will not be
construed as preventing the occurrence of an Event of Default.

SECTION 10.13.    Trustee's Compensation Not Prejudiced.

          Nothing in this Article Ten will apply to amounts due to the Trustee
pursuant to other sections of this Indenture.

                                 ARTICLE ELEVEN

                             GUARANTEE OF SECURITIES

SECTION 11.01.    Unconditional Guarantee.

          Each Guarantor from time to time party hereto jointly and severally,
unconditionally and irrevocably guarantees, on a senior subordinated basis (such
guarantees to be referred to herein as a "Guarantee") to each Holder of a
Security 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 Securities or the obligations of the Company or any other
Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the
principal of, premium, if any, and interest on the Securities shall be duly and
punctually paid in full when due, whether at maturity, upon redemption at the
option of Holders pursuant to the provisions of the Securities relating thereto,
by acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities and all other
monetary obligations of the Company or the Guarantors to the Holders or the
Trustee hereunder or thereunder (including amounts due the Trustee under Section
7.07 hereof)

                                      -123-

<PAGE>

and all other monetary obligations shall be promptly paid in full, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Securities or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed,
for whatever reason, each Guarantor shall be obligated to pay the same
immediately. An Event of Default under this Indenture or the Securities shall
constitute an event of default under the Guarantee, and shall entitle the
Holders of Securities to accelerate the obligations of the Guarantors hereunder
in the same manner and to the same extent as the obligations of the Company.

          Each Guarantor agrees (to the fullest extent permitted by law) that
its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, any release of any
other Guarantor, the recovery of any judgment against the Company, any action to
enforce the same, whether or not a Guarantee is affixed to any particular
Security, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each of the Guarantors hereby
waives (to the fullest extent permitted by law) the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that its Guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and this Guarantee. Each
Guarantee is a guarantee of payment and not of collection. If any Holder or the
Trustee is required by any court or otherwise to return to the Company or to any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or such Guarantor, any amount paid by the
Company or such Guarantor to the Trustee or such Holder, each such Guarantee, to
the extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees (to the fullest extent permitted by law) that, as
between it, on the one hand, and the Holders of Securities and the Trustee, on
the other hand, (a) subject to this Article Eleven and Article Twelve hereof,
the maturity of the obligations guaranteed by its Guarantee may be accelerated

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<PAGE>

as provided in Article Six hereof for the purposes of its Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed thereby, and (b) in the
event of any acceleration of such obligations as provided in Article Six hereof,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of their Guarantees.

          No stockholder, officer, director, employee or incorporator, past,
present or future, or any Guarantor, as such, shall have any personal liability
under any Guarantee by reason of his, her or its status as such stockholder,
officer, director, employee or incorporator.

SECTION 11.02.    Limitations on Guarantees.

          The obligations of each Guarantor under its Guarantee are limited to
the maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including without limitation, its guarantee of
Obligations pursuant to the Credit Facility and any other Guarantor Senior
Debt), will result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under applicable
law, or being void or unenforceable under any applicable law, including any law
relating to the insolvency of debtors. Each Guarantor that makes a payment or
distribution under a Guarantee shall be entitled to a contribution from each
other Guarantor in an amount pro rata, based on the net assets of each
Guarantor, determined in accordance with GAAP.

SECTION 11.03.    Notation Not Required.

          Neither the Company nor any Guarantor shall be required to make a
notation on the Securities to reflect any Guarantee or any release, termination
or discharge thereof.

SECTION 11.04.    Release of a Guarantor.

          Notwithstanding the provisions of Section 11.09, any Guarantee will be
subject to termination and discharge under the circumstances described in this
Section 11.04.

          (a)     Upon (i) the occurrence of any of the events set forth in
     clauses (1) through (4) of Section 4.16 with respect to any Guarantor, or
     (ii) the dissolution or liquidation of any Guarantor in accordance with
     this Indenture,

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     such Guarantor's Guarantee will be automatically discharged and released
     from all obligations under this Article Eleven without any further action
     required on the part of the Trustee or any Holder. Any Guarantor not so
     released or the entity surviving such Guarantor, as applicable, shall
     remain or be liable under its Guarantee as provided in this Article Eleven.

          (b)     Subject to Section 11.11, upon payment in full of the
     aggregate amount of all Securities then outstanding and all other
     obligations guaranteed under this Article Eleven, each Guarantor's
     Guarantee will be automatically discharged and released from all
     obligations under this Article Eleven without any further action required
     on the part of the Trustee or any Holder.

          (c)     The Trustee shall deliver an appropriate instrument evidencing
     the release of a Guarantor upon receipt of a request by the Company or such
     Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel
     certifying as to the compliance with this Section 11.04; provided, however,
     that the legal counsel delivering such Opinion of Counsel may rely as to
     matters of fact on one or more Officers' Certificates of the Company.

          Except as set forth in Articles Four and Five and this Section 11.04,
nothing contained in this Indenture or in any of the Securities 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 11.05.    Waiver of Subrogation.

          Until this Indenture is discharged and all of the Securities are
discharged and paid in full, each Guarantor irrevocably waives, and agrees not
to exercise, any claim or other rights which it may then have or thereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of the Company's obligations under the Securities or this
Indenture and such Guarantor's obligations under its Guarantee and this
Indenture, in any such instance including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, and any
right to participate in any claim or remedy of the Holders against the Company,
whether or not such claim, remedy or right

                                      -126-

<PAGE>

arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Securities under the Securities,
this Indenture, or any other document or instrument delivered under or in
connection with such agreements or instruments, shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor for
the benefit of, and held in trust for the benefit of, the Trustee or the Holders
and shall forthwith be paid to the Trustee for the benefit of itself or such
Holders to be credited and applied to the obligations in favor of the Trustee or
the Holders, as the case may be, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor, by its execution of a
Guarantee, will acknowledge that it will receive direct and indirect benefits
from the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 11.05 is knowingly made in contemplation of
such benefits.

SECTION 11.06.    Immediate Payment.

          Each Guarantor agrees to make immediate payment to the Trustee on
behalf of the Holders of all Obligations due and owing or payable to the
respective Holders upon receipt of a demand for payment therefor by the Trustee
to such Guarantor in writing.

SECTION 11.07.    No Set-Off.

          Each payment to be made by a Guarantor hereunder in respect of the
Obligations shall be payable in the currency or currencies in which such
Obligations are denominated, and shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature.

SECTION 11.08.    Obligations Absolute.

          The obligations of each Guarantor hereunder are and shall be absolute
and unconditional and any monies or amounts expressed to be owing or payable by
each Guarantor hereunder or thereunder which may not be recoverable from such
Guarantor on the basis of a Guarantee shall be recoverable from such Guarantor

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<PAGE>

as a primary obligor and principal debtor in respect thereof.

SECTION 11.09.    Obligations Continuing.

          Subject to Section 11.04 hereof, the obligations of each Guarantor
hereunder shall be continuing and shall remain in full force and effect until
all the Obligations have been paid and satisfied in full. Each Guarantor, by its
execution of a Guarantee, will agree with the Trustee that, upon the Trustee's
reasonable request, it will from time to time deliver to the Trustee suitable
acknowledgments of this continued liability hereunder and under any other
instrument or instruments in such form as counsel to the Trustee (acting
reasonably) may advise and as will prevent any action brought against it in
respect of any default hereunder being barred by any statute of limitations now
or hereafter in force and, in the event of the failure of a Guarantor so to do,
it, by its execution of a Guarantee, will irrevocably appoint the Trustee the
attorney and agent of such Guarantor to make, execute and deliver such written
acknowledgment or acknowledgments or other instruments as may from time to time
become necessary or reasonably advisable, in the reasonable judgment of the
Trustee on the advice of counsel, to fully maintain and keep in force the
liability of such Guarantor hereunder and under its Guarantee.

SECTION 11.10.    Obligations Not Reduced.

          The obligations of each Guarantor hereunder shall not be satisfied,
reduced or discharged solely by the payment of such principal, premium, if any,
interest, fees and other monies or amounts as may at any time prior to discharge
of this Indenture pursuant to Article Eight be or become owing or payable under
or by virtue of or otherwise in connection with the Securities or this
Indenture.

SECTION 11.11.    Obligations Reinstated.

          The obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of any Guarantor hereunder
and under its Guarantee (whether such payment shall have been made by or on
behalf of the Company or by or on behalf of a Guarantor) is rescinded or
reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation
or reorganization of the Company or any Guarantor or otherwise, all as though
such payment had

                                      -128-

<PAGE>

not been made. If demand for, or acceleration of the time for, payment by the
Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization
of the Company, all such Indebtedness otherwise subject to demand for payment or
acceleration shall nonetheless be payable by each Guarantor as provided herein
and under its Guarantee.

SECTION 11.12.    Obligations Not Affected.

          Subject to Section 11.04 hereof, to the fullest extent permitted by
law, the obligations of each Guarantor hereunder shall not be affected, impaired
or diminished in any way by any act, omission, matter or thing whatsoever,
occurring before, upon or after any demand for payment hereunder (and whether or
not known or consented to by any Guarantor or any of the Holders) which, but for
this provision, might constitute a whole or partial defense to a claim against
any Guarantor hereunder and under its Guarantee or might operate to release or
otherwise exonerate any Guarantor from any of its obligations hereunder and
under its Guarantee or otherwise affect such obligations, whether occasioned by
default of any of the Holders or otherwise, including, without limitation:

          (a)     any limitation of status or power, disability, incapacity or
     other circumstance relating to the Company or any other Person, including
     any insolvency, bankruptcy, liquidation, reorganization, readjustment,
     composition, dissolution, winding-up or other proceeding involving or
     affecting the Company or any other Person;

          (b)     any irregularity, defect, unenforceability or invalidity in
     respect of any indebtedness or other obligation of the Company or any other
     Person under this Indenture, the Securities or any other document or
     instrument;

          (c)     any failure of the Company, whether or not without fault on
     its part, to perform or comply with any of the provisions of this Indenture
     or the Securities, or to give notice thereof to a Guarantor;

          (d)     the taking or enforcing or exercising or the refusal or
     neglect to take or enforce or exercise any right or remedy from or against
     the Company or any other Person or their respective assets or the release
     or discharge of any such right or remedy;

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<PAGE>

          (e)     the granting of time, renewals, extensions, compromises,
     concessions, waivers, releases, discharges and other indulgences to the
     Company or any other Person;

          (f)     any change in the time, manner or place of payment of, or in
     any other term of, any of the Securities, or any other amendment,
     variation, supplement, replacement or waiver of, or any consent to
     departure from, any of the Securities or this Indenture, including, without
     limitation, any increase or decrease in the principal amount of or premium,
     if any, or interest on any of the Securities;

          (g)     any change in the ownership, control, name, objects,
     businesses, assets, capital structure or constitution of the Company or a
     Guarantor;

          (h)     any merger or amalgamation of the Company or a Guarantor with
     any Person or Persons;

          (i)     the occurrence of any change in the laws, rules, regulations
     or ordinances of any jurisdiction by any present or future action of any
     governmental authority or court amending, varying, reducing or otherwise
     affecting, or purporting to amend, vary, reduce or otherwise affect, any of
     the Obligations or the obligations of a Guarantor under its Guarantee; and

          (j)     any other circumstance, release of a Guarantor pursuant to
     Section 11.04 that might otherwise constitute a legal or equitable
     discharge or defense of the Company under this Indenture or the Securities
     or of a Guarantor in respect of its Guarantee hereunder.

SECTION 11.13.    Waiver.

          Without in any way limiting the provisions of Section 11.01 hereof,
each Guarantor waives (to the fullest extent permitted by law) notice of
acceptance hereof, notice of any liability of any Guarantor hereunder, notice or
proof of reliance by the Holders upon the obligations of any Guarantor
hereunder, and diligence, presentment, demand for payment on the Company,
protest, notice of dishonor or non-payment of any of the Obligations, or other
notice or formalities to the Company or any Guarantor of any kind whatsoever.

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<PAGE>

SECTION 11.14.    No Obligation To Take Action Against the Company.

          Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Obligations or against the Company or any other Person or any
property of the Company or any other Person before the Trustee is entitled to
demand payment and performance by any or all Guarantors of their liabilities and
obligations under their Guarantees or under this Indenture.

SECTION 11.15.    Dealing with the Company and Others.

          To the fullest extent permitted by law, the Holders, without
releasing, discharging, limiting or otherwise affecting in whole or in part the
obligations and liabilities of any Guarantor hereunder and without the consent
of or notice to any Guarantor, may

          (a)     grant time, renewals, extensions, compromises, concessions,
     waivers, releases, discharges and other indulgences to the Company or any
     other Person;

          (b)     take or abstain from taking security or collateral from the
     Company or from perfecting security or collateral of the Company;

          (c)     release, discharge, compromise, realize, enforce or otherwise
     deal with or do any act or thing in respect of (with or without
     consideration) any and all collateral, mortgages or other security given by
     the Company or any third party with respect to the obligations or matters
     contemplated by this Indenture or the Securities;

          (d)     accept compromises or arrangements from the Company;

          (e)     apply all monies at any time received from the Company or from
     any security upon such part of the Obligations as the Holders may see fit
     or change any such application in whole or in part from time to time as the
     Holders may see fit; and

          (f)     otherwise deal with, or waive or modify their right to deal
     with, the Company and all other Persons and any security as the Holders or
     the Trustee may see fit.

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<PAGE>

SECTION 11.16.    Default and Enforcement.

          If any Guarantor fails to pay in accordance with Section 11.06 hereof,
the Trustee may proceed in its name as trustee hereunder in the enforcement of
the Guarantee of any such Guarantor and such Guarantor's obligations thereunder
and hereunder by any remedy provided by law, whether by legal proceedings or
otherwise, and to recover from such Guarantor the obligations.

SECTION 11.17.    Amendment, Etc.

          No amendment, modification or waiver of any provision of this
Indenture relating to any Guarantor or consent to any departure by any Guarantor
or any other Person from any such provision will in any event be effective
unless it is signed by such Guarantor and the Trustee.

SECTION 11.18.    Acknowledgment.

          Each Guarantor acknowledges communication of the terms of this
Indenture and the Securities and consents to and approves of the same.

SECTION 11.19.    Costs and Expenses.

          Each Guarantor shall pay on demand by the Trustee any and all costs,
fees and expenses (including, without limitation, reasonable legal fees of
counsel) incurred by the Trustee in enforcing any rights under any Guarantee.

SECTION 11.20.    No Waiver; Cumulative Remedies.

          No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, remedy, power or privilege hereunder or under
this Indenture or the Securities, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege
hereunder or under this Indenture or the Securities preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Guarantee and
under this Indenture, the Securities and any other document or instrument
between a Guarantor and/or the Company and the Trustee are cumulative and not
exclusive of any rights, remedies, powers and privilege provided by law.

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<PAGE>

SECTION 11.21.    Survival of Obligations.

          Subject to Section 11.04, without prejudice to the survival of any of
the other obligations of each Guarantor hereunder, the obligations of each
Guarantor under Section 11.01 shall survive the payment in full of the
Obligations and shall be enforceable against such Guarantor without regard to
and without giving effect to any defense, right of offset or counterclaim
available to or which may be asserted by the Company or any Guarantor.

SECTION 11.22.    Guarantee in Addition to Other Obligations.

          The obligations of each Guarantor under its Guarantee and this
Indenture are in addition to and not in substitution for any other obligations
to the Trustee or to any of the Holders in relation to this Indenture or the
Securities and any guarantees or security at any time held by or for the benefit
of any of them.

SECTION 11.23.    Severability.

          Any provision of this Article Eleven which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction
unless its removal would substantially defeat the basic intent, spirit and
purpose of this Indenture and this Article Eleven.

SECTION 11.24.    Successors and Assigns.

          Each Guarantee shall be binding upon and inure to the benefit of each
Guarantor and the Trustee and the other Holders and their respective successors
and permitted assigns, except that no Guarantor may assign any of its
obligations hereunder or thereunder.

                                      -133-

<PAGE>

                                 ARTICLE TWELVE

                           SUBORDINATION OF GUARANTEES

SECTION 12.01.    Guarantee Obligations Subordinated to Guarantor Senior Debt.

          Anything herein to the contrary notwithstanding, each Guarantor
jointly and unconditionally, for itself and its successors, and each Holder, by
his or her acceptance of Guarantees, agrees that the payment of all Obligations
owing to the Holders in respect of its Guarantee (collectively, as to any
Guarantor, its "Guarantee Obligations") is subordinated, to the extent and in
the manner provided in this Article Twelve, to the prior payment in full in cash
or Cash Equivalents (other than Cash Equivalents of the type referred to in
clauses (4), (5) and (6) of the definition thereof), or such payment duly
provided for to the satisfaction of the holders of Guarantor Senior Debt, of all
Guarantor Senior Debt of such Guarantor.

          This Article Twelve shall constitute a continuing offer to all Persons
who become holders of, or continue to hold, Guarantor Senior Debt, and such
provisions are made for the benefit of the holders of Guarantor Senior Debt and
such holders are made obligees hereunder and any one or more of them may enforce
such provisions. Each such holder shall be deemed to have acquired such Senior
Debt in reliance upon the covenants and provisions contained in this Article
Twelve.

SECTION 12.02.    Suspension of Guarantee Obligations When Guarantor Senior Debt
                  Is in Default.

          (a)     If any default occurs and is continuing in the payment when
due, whether at maturity, upon any redemption, by declaration or otherwise, of
any principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Guarantor Senior
Debt, then no payment of any kind or character shall be made by or on behalf of
such Guarantor or any other Person on its behalf with respect to any Guarantee
Obligations or to acquire any of the Securities for cash or property or
otherwise and until such Payment Default shall have been cured or waived or
shall have ceased to exist or such Guarantor Senior Debt shall have been
discharged or paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof).

                                      -134-

<PAGE>

          (b)     At any time while any Payment Blockage Period is in existence,
neither any Guarantor nor any other Person on any Guarantor's behalf shall (x)
make any payment or distribution of any kind or character with respect to any
Obligations on its Guarantee or (y) acquire any of the Securities for cash or
otherwise.

          (c)     In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by the foregoing provisions of this Section 12.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Guarantor Senior Debt (pro rata to such holders on the basis of the respective
amount of Guarantor Senior Debt held by such holders) or their respective
Representatives, as their respective interests may appear. The Trustee shall be
entitled to rely on information regarding amounts then due and owing on the
Guarantor Senior Debt, if any, received from the holders of Guarantor Senior
Debt (or their Representatives) or, if such information is not received from
such holders or their Representatives, from a Guarantor and only amounts
included in the information provided to the Trustee shall be paid to the holders
of Guarantor Senior Debt. If payment of the Securities is accelerated because of
an Event of Default, the Trustee shall promptly notify the holders of the
Guarantor Senior Debt of such Guarantor or the Representative of such holders of
the acceleration.

SECTION 12.03.    Guarantee Obligations Subordinated to Prior Payment of All
                  Guarantor Senior Debt on Dissolution, Liquidation or
                  Reorganization of Such Guarantor.

          (a)     Upon any payment or distribution of assets of any Guarantor of
any kind or character, whether in cash, property or securities, to creditors
upon any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of such
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other
similar proceeding relating to such Guarantor or its property, whether voluntary
or involuntary, all Obligations due or to become due upon all Guarantor Senior
Debt shall first be paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof), or such payment duly provided for to the satisfaction of
the holders of Guarantor Senior Debt, before any payment or distribution of any
kind or

                                      -135-

<PAGE>

character is made on account of any Guarantee Obligations or for the acquisition
of any of the Securities for cash or property or otherwise. Upon any such
dissolution, winding-up, liquidation, reorganization, receivership or similar
proceeding, any payment or distribution of assets of such Guarantor of any kind
or character, whether in cash, property or securities, to which the Holders or
the Trustee under this Indenture would be entitled, except for the provisions
hereof, shall be paid by such Guarantor or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders or by the Trustee under this Indenture if
received by them, directly to the holders of Guarantor Senior Debt (pro rata to
such holders on the basis of the respective amounts of Guarantor Senior Debt
held by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Guarantor Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of Guarantor Senior Debt remaining unpaid until all such
Guarantor Senior Debt has been paid in full in cash or Cash Equivalents (other
than Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof) after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of Guarantor Senior Debt.

          (b)     To the extent any payment of Guarantor Senior Debt (whether by
or on behalf of a Guarantor, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person, the Guarantor Senior Debt or part
thereof originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.

          (c)     In the event that, notwithstanding the foregoing, any payment
or distribution of assets of any Guarantor of any kind or character, whether in
cash, property or securities, shall be received by any Holder when such payment
or distribution is prohibited by this Section 12.03, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders
on the basis of the respective

                                      -136-

<PAGE>

amount of Guarantor Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Guarantor Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Guarantor
Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid
in full in cash or Cash Equivalents (other than Cash Equivalents of the type
referred to in clauses (4), (5) and (6) of the definition thereof), after giving
effect to any concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Debt.

          (d)     The consolidation of any Guarantor with, or the merger of any
Guarantor with or into, another Person or the liquidation or dissolution of a
Guarantor following the conveyance or transfer of all or substantially all of
its assets, to another Person upon the terms and conditions provided in Article
Five hereof and as long as permitted under the terms of the Guarantor Senior
Debt shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other Person shall, as a
part of such consolidation, merger, conveyance or transfer, assumes the
Guarantee of such Guarantor hereunder in accordance with Article Five hereof.

SECTION 12.04.    Payments May Be Paid Prior to Dissolution.

          Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) any Guarantor, except under the conditions described
in Sections 12.02 and 12.03, from making payments at any time for the purpose of
making payments on Guarantee Obligations, or from depositing with the Trustee
any moneys for such payments, or (ii) in the absence of actual knowledge by a
Responsible Officer of the Trustee that a given payment would be prohibited by
Section 12.02 or 12.03, the application by the Trustee of any moneys deposited
with it for the purpose of making such payments on Guarantee Obligations to the
Holders entitled thereto unless at least two Business Days prior to the date
upon which such payment would otherwise become due and payable a Responsible
Officer shall have actually received the written notice provided for in the
first sentence of Section 10.02(b) or in Section 12.07 (provided that,
notwithstanding the foregoing, the subordination of the Guarantees to the
Guarantor Senior Debt shall not be affected and the Holders receiving any
payments made in contravention of Sections 12.02 and/or 12.03 (and the
respective such payments)

                                      -137-

<PAGE>

shall otherwise be subject to the provisions of this Article Twelve). Each
Guarantor shall give prompt written notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of such Guarantor, although any delay
or failure to give any such notice shall have no effect on the subordination
provisions contained herein.

SECTION 12.05.    Holders of Guarantee Obligations To Be Subrogated to Rights of
                  Holders of Guarantor Senior Debt.

          Subject to the payment in full in cash or Cash Equivalents (other than
Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof) of all Guarantor Senior Debt, the Holders of Guarantee
Obligations of any Guarantor shall be subrogated to the rights of the holders of
Guarantor Senior Debt of such Guarantor to receive payments or distributions of
cash, property or securities of such Guarantor applicable to such Guarantor
Senior Debt until all amounts owing on or in respect of the Guarantee
Obligations shall be paid in full; and, for the purposes of such subrogation, no
such payments or distributions to the holders of such Guarantor Senior Debt by
or on behalf of such Guarantor, or by or on behalf of the Holders by virtue of
this Article Twelve, which otherwise would have been made to the Holders shall,
as between such Guarantor and the Holders, be deemed to be a payment by such
Guarantor to or on account of such Guarantor Senior Debt, it being understood
that the provisions of this Article Twelve are and are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of Guarantor Senior Debt, on the other hand.

SECTION 12.06.    Obligations of the Guarantors Unconditional.

          Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Guarantees is intended to or shall impair, as among the
Guarantors, their creditors other than the holders of Guarantor Senior Debt, and
the Holders, the obligation of the Guarantors, which is absolute and
unconditional, to pay to the Holders all amounts due and payable under the
Guarantees as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Guarantors other than the holders of the Guarantor
Senior Debt, nor shall anything herein or therein prevent any Holder or the
Trustee on its behalf from exercising all remedies otherwise

                                      -138-

<PAGE>

permitted by applicable law upon default under this Indenture, subject to the
rights, if any, in respect of cash, property or securities of the Guarantors
received upon the exercise of any such remedy.

SECTION 12.07.    Notice to Trustee.

          Each Guarantor shall give prompt written notice to the Trustee of any
fact known to such Guarantor which would prohibit the making of any payment to
or by the Trustee in respect of the Guarantees pursuant to the provisions of
this Article Twelve, although any delay or failure to give any such notice shall
have no effect on the subordination provisions contained herein. Regardless of
anything to the contrary contained in this Article Twelve or elsewhere in this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any default or event of default with respect to any Guarantor Senior Debt or of
any other facts which would prohibit the making of any payment to or by the
Trustee unless and until a Responsible Officer of the Trustee shall have
received at the Corporate Trust Office of the Trustee notice in writing from a
Guarantor or from a holder of Guarantor Senior Debt or a Representative therefor
and, prior to the receipt of any such written notice, the Trustee shall be
entitled to assume that no such facts exist. The Trustee shall be entitled to
rely on the delivery to it of any notice pursuant to this Section 12.07 to
establish that such notice has been given by a holder of Senior Debt (or a
trustee thereof).

          In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Debt to participate in any payment or distribution pursuant to
this Article Twelve, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior
Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Twelve, and if such evidence is not
furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

                                      -139-

<PAGE>

SECTION 12.08.    Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

          Upon any payment or distribution of assets of a Guarantor referred to
in this Article Twelve, the Trustee, subject to the provisions of Article Seven
hereof, and the Holders shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which any insolvency, bankruptcy,
receivership, dissolution, winding-up, liquidation, reorganization or similar
case or proceeding is pending, or upon a certificate of the trustee in
bankruptcy, liquidating trustee, receiver, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered
to the Trustee or the Holders, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Guarantor Senior Debt and other Indebtedness of such Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Twelve.

SECTION 12.09.    Trustee's Relation to Guarantor Senior Debt.

          The Trustee and any agent of a Guarantor or the Trustee shall be
entitled to all the rights set forth in this Article Twelve with respect to any
Guarantor Senior Debt which may at any time be held by it in its individual or
any other capacity to the same extent as any other holder of Guarantor Senior
Debt and nothing in this Indenture shall deprive the Trustee or any such agent
of any of its rights as such holder.

          With respect to the holders of Guarantor Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Twelve, and no implied covenants
or obligations with respect to the holders of Guarantor Senior Debt shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Guarantor Senior Debt.

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

                                      -140-

<PAGE>

SECTION 12.10.    Subordination Rights Not Impaired by Acts or Omissions of the
                  Guarantors or Holders of Guarantor Senior Debt.

          No right of any present or future holders of any Guarantor Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Guarantor
or by any act or failure to act, by any such holder, or by any noncompliance by
any Guarantor with the terms of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Guarantor Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders of the Securities and without
impairing or releasing the subordination provided in this Article Twelve or the
obligations hereunder of the Holders of the Securities to the holders of
Guarantor Senior Debt, 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, Guarantor Senior Debt, or otherwise amend or supplement in any manner
Guarantor Senior Debt, or any instrument evidencing the same or any agreement
under which Guarantor Senior Debt is outstanding; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Guarantor Senior Debt; (iii) release any Person liable in any manner for the
payment or collection of Guarantor Senior Debt; and (iv) exercise or refrain
from exercising any rights against the Guarantors and any other Person.

SECTION 12.11.    Holders Authorize Trustee To Effectuate Subordination of
                  Guarantee Obligations.

          Each Holder of Guarantee Obligations by its acceptance of them
authorizes and expressly directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate, as between the holders of
Guarantor Senior Debt and the Holders, the subordination provided in this
Article Twelve, and appoints the Trustee its attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of any Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of credits or otherwise) tending towards liquidation of the

                                      -141-

<PAGE>

business and assets of any Guarantor, the filing of a claim for the unpaid
balance under its Guarantee Obligations and accrued interest in the form
required in those proceedings.

          If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Guarantor Senior Debt
or their Representative are or is hereby authorized to have the right to file
and are or is hereby authorized to file an appropriate claim for and on behalf
of the Holders of said Guarantee Obligations. Nothing herein contained shall be
deemed to authorize the Trustee or the holders of Guarantor Senior Debt or their
Representative to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Guarantee Obligations or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Guarantor Senior Debt or their
Representative to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 12.12.    This Article Twelve Not To Prevent Events of Default.

          The failure to make a payment on account of principal of or interest
on the Guarantees by reason of any provision of this Article Twelve will not be
construed as preventing the occurrence of an Event of Default.

SECTION 12.13.    Trustee's Compensation Not Prejudiced.

          Nothing in this Article Twelve will apply to amounts due to the
Trustee pursuant to other sections of this Indenture.

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.    TIA Controls.

          If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required or deemed to be included in this
Indenture by the TIA, such required or deemed provision shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that
may

                                      -142-

<PAGE>

be so modified or excluded, the latter provision shall be deemed (i) to
apply to this Indenture as so modified or (ii) to be excluded, as the case may
be.

SECTION 13.02.    Notices.

          Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:

          if to the Company or a Guarantor:

          BWAY Corporation
          8607 Roberts Drive, Suite 250
          Atlanta, GA  30350
          Attention:  Kevin C. Kern

          Telephone:  (770) 645-4800
          Facsimile:  (770) 587-0156

          with a copy to:

          Debevoise & Plimpton
          919 Third Avenue
          New York, NY  10022-3897
          Attention:  David Brittenham, Esq.

          Telephone:  (212) 909-6000
          Facsimile:  (212) 909-6836

          if to the Trustee:

          The Bank of New York
          101 Barclay Street, 8W
          New York, NY  10286
          Attention:  Corporate Trust Division --
                       Corporate Finance Unit
                       (BWAY Corporation)

          Telephone:  (212) 815-4812
          Facsimile:  (212) 815-5707

                                      -143-

<PAGE>

          with a copy (which shall not be deemed to constitute a notice or other
          communication to the Trustee) to:

          Bryan Cave LLP
          245 Park Avenue
          New York, NY

          Attention:  Robert E. Pedersen

          Telephone:  (212) 692-1808
          Facsimile:  (212) 692-1900

          Each of the Company, any Guarantors and the Trustee by written notice
to each other such Person may designate additional or different addresses for
notices to such Person. Any notice or communication to the Company and any
Guarantors shall be deemed to have been given or made as of the date so
delivered if personally delivered; when receipt is acknowledged, if telecopied;
and five (5) calendar days after mailing if sent by registered or certified
mail, postage prepaid (except that a notice of change of address shall not be
deemed to have been given until actually received by the addressee). Except as
otherwise expressly provided for herein, any notice or communication to the
Trustee shall be deemed to have been given or made as of the date such notice or
communication was actually received by the Trustee.

          Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

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

                                      -144-

<PAGE>

SECTION 13.03.    Communications by Holders with Other Holders.

          Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture, the
Securities or the Guarantees. The Company, the Guarantors, the Trustee, the
Registrar and any other Person shall have the protection of TIA Section 312(c).

SECTION 13.04.    Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company or any Guarantor to the
Trustee to take any action under this Indenture, the Company or such Guarantor,
as the case may be, shall furnish to the Trustee at the request of the Trustee:

          (1)     an Officers' Certificate, in form and substance reasonably
     satisfactory to the Trustee, stating that, in the opinion of the signers,
     all conditions precedent to be performed or effected by the Company, if
     any, provided for in this Indenture relating to the proposed action have
     been complied with; and

          (2)     an Opinion of Counsel stating that, in the opinion of such
     counsel, any and all such conditions precedent have been complied with.

SECTION 13.05.    Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'
Certificate required by Section 4.06, shall include:

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

          (2)     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;

          (3)     a statement that, in the opinion of such Person, he has made
     such examination or investigation as is necessary to enable him to express
     an informed opinion as to

                                      -145-

<PAGE>

     whether or not such covenant or condition has been complied with; and

          (4)     a statement as to whether or not, in the opinion of each such
     Person, such condition or covenant has been complied with;

provided, however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials.

SECTION 13.06.    Rules by Trustee, Paying Agent, Registrar.

          The Trustee, Paying Agent or Registrar may make reasonable rules for
its functions.

SECTION 13.07.    Legal Holidays.

          If a payment date is not a Business Day, payment may be made on the
next succeeding day that is a Business Day.

SECTION 13.08.    Governing Law.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. Each of the parties hereto agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Indenture, the Securities or
the Guarantees.

SECTION 13.09.    No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of any of the Company, any Guarantor or any of their
Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

                                      -146-

<PAGE>

SECTION 13.10.    No Recourse Against Others.

          A director, officer, employee, stockholder or incorporator, as such,
of the Company or any of its subsidiaries shall not have any liability for any
obligations of the Company under the Securities, this Indenture or the
Guarantees or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Securities.

SECTION 13.11.    Successors.

          All agreements of the Company and the Guarantors in this Indenture,
the Securities and the Guarantees shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.

SECTION 13.12.    Duplicate Originals.

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

SECTION 13.13.    Severability.

          In case any one or more of the provisions in this Indenture, in the
Securities or in the Guarantees shall be held invalid, illegal or unenforceable,
in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not
in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

                                      -147-

<PAGE>

                                   SIGNATURES

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

                                       BWAY FINANCE CORP.,
                                         as Issuer

                                       By:  /s/ James J. Connors II
                                           --------------------------------
                                           Name:  James J. Connors II
                                           Title: Vice President


                                       By:  /s/ Stanley de J. Osborne
                                           --------------------------------
                                           Name:  Stanley de J. Osborne
                                           Title: Vice President


                                       THE BANK OF NEW YORK,
                                         as Trustee

                                       By:  /s/ Mary LaGumina
                                           --------------------------------
                                           Name:  Mary LaGumina
                                           Title: Vice President

                                       S-1

<PAGE>

                                                                       EXHIBIT A

                               BWAY FINANCE CORP.
                          10% Senior Subordinated Note
                              due October 15, 2010

                                                                  CUSIP No. ____
No. ________                                                            $ ______

          BWAY FINANCE CORP., a Delaware corporation (the "Company", which term
includes any successor corporation), for value received promises to pay to CEDE
& CO. or registered assigns, the principal sum of _____ on October 15, 2010.

          Interest Payment Dates: April 15 and October 15, commencing April 15,
2003.

          Record Dates: April 1 and October 1.

          Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                       A-1

<PAGE>

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

Dated:
      ---------

                                       BWAY FINANCE CORP.


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


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

                                       A-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This is one of the 10% Senior Subordinated Notes due 2010 described in
the within-mentioned Indenture.

                                       THE BANK OF NEW YORK,
                                       as Trustee

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

                                       A-3

<PAGE>

                              (REVERSE OF SECURITY)

                               BWAY FINANCE CORP.

                          10% Senior Subordinated Note
                              due October 15, 2010

1.   Interest.

          BWAY FINANCE CORP., a Delaware corporation (the "Company"), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semi-annually on April 15 and October
15 of each year (the "Interest Payment Date"), commencing April 15, 2003.
Interest on this Security will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from . Interest on this
Security will be computed on the basis of a 360-day year of twelve 30-day
months.

          The Company shall pay interest on overdue principal from time to time
on demand at the rate borne by this Security and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.

2.   Method of Payment.

          The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date even if the
Securities are cancelled on registration of transfer or registration of exchange
after such Record Date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by wire transfer of Federal funds, or interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.   Paying Agent and Registrar.

          Initially, The Bank of New York (the "Trustee") will act as Paying
Agent and Registrar. The Company may change any

                                       A-4

<PAGE>

Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain conditions, act as
Paying Agent, Registrar or co-Registrar.

4.   Indenture.

          The Company issued the Securities under an Indenture, dated as of
November 27, 2002 (the "Indenture"), between the Company and the Trustee. This
Security is one of a duly authorized issue of Securities of the Company
designated as its 10% Senior Subordinated Notes due 2010 (the "Securities"). The
Securities are treated as a single class of securities under the Indenture
unless otherwise specified in the Indenture. Capitalized terms herein are used
as defined in the Indenture unless otherwise defined herein. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and Holders of Securities are referred to the Indenture and the TIA for a
statement of them. The Securities are not limited in aggregate principal amount.

          The Securities may hereafter be entitled to certain Senior
Subordinated Guarantees made for the benefit of the Holders. Reference is made
to Article Eleven of the Indenture for terms relating to such Guarantees,
including the release, termination and discharge thereof. Neither the Company
nor any Guarantor shall be required to make any notation on this Security to
reflect any Guarantee or any such release, termination or discharge.

5.   Subordination.

          The Securities are subordinated in right of payment, in the manner and
to the extent set forth in the Indenture, to the prior payment in full in cash
or Cash Equivalents (other than Cash Equivalents of the type referred to in
clauses (4), (5) and (6) of the definition thereof) of all Senior Debt of the
Company, whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed. In addition, the Guarantee of any Guarantor is
subordinated in right of payment, in the manner and to the extent set forth in
the

                                       A-5

<PAGE>

Indenture, to the prior payment in full in cash or Cash Equivalents (other than
Cash Equivalents of the type referred to in clauses (4), (5) and (6) of the
definition thereof), of all Guarantor Senior Debt of such Guarantor, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by his acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee, on his
behalf, to take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such purposes.

6.   Optional Redemption.

          The Securities will be redeemable, at the Company's option, in whole
at any time or in part from time to time, on and after October 15, 2006, upon
not less than 30 nor more than 60 days' notice, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during the
twelve-month period commencing on October 15 of the years set forth below, plus,
in each case, accrued and unpaid interest thereon, if any, to the date of
redemption:

     Year                                                      Percentage
     ----                                                      ----------
     2006..........................................             105.000%
     2007..........................................             103.333%
     2008..........................................             101.667%
     2009 and thereafter...........................             100.000%

7.   Optional Redemption upon Equity Offerings.

          At any time, or from time to time, on or prior to October 15, 2005,
the Company may, at its option, use the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the aggregate principal amount of the
Securities issued under the Indenture at a redemption price equal to 110% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided that at least 65% of the original principal
amount of Securities issued under the Indenture remains outstanding immediately
after any such redemption. In order to effect the foregoing redemption with the
net cash proceeds of any Equity Offering, the Company shall make such redemption
not more than 90 days after the consummation of any such Equity Offering.

                                       A-6

<PAGE>

          As used in the preceding paragraph, "Equity Offering" means a sale of
Qualified Capital Stock (i) of the Company or (ii) of any direct or indirect
parent of the Company (including Holding), provided that proceeds of such sale
sufficient to pay the redemption price plus accrued interest to the redemption
date shall be contributed to the Company.

8.   Mandatory Redemption.

          In the event that (i) the BWAY Assumption is not consummated on or
prior to March 31, 2003 or (ii) the Merger Agreement is terminated on or prior
to March 31, 2003, for any reason, the Company shall redeem all the Securities
at the applicable Mandatory Redemption Price at the redemption date on (a) April
7, 2003, in the event that the BWAY Assumption is not consummated on or prior to
March 31, 2003, or (b) the fifth day (or if such day is not a Business Day, the
next following Business Day) following the termination of the Merger Agreement.

9.   Notice of Redemption.

          Notice of redemption pursuant to paragraph 6 or paragraph 7 will be
mailed at least 30 days but not more than 60 days before the Redemption Date and
notice of redemption pursuant to paragraph 8 will be mailed promptly after the
occurrence of the event triggering such redemption, in each case to each Holder
of Securities to be redeemed at such Holder's registered address. Securities in
denominations of $1,000 may be redeemed only in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.

          If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption.

10.  Change of Control Offer.

          Upon the occurrence of a Change of Control, the Company will be
required to offer to purchase all of the outstanding Securities at a purchase
price equal to 101% of the

                                       A-7

<PAGE>

principal amount thereof, plus accrued and unpaid interest, if any, thereon to
the date of repurchase.

11.  Limitation on Asset Sales.

          The Company is, subject to certain conditions, obligated to make an
offer to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

12.  Denominations; Transfer; Exchange.

          The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

13.  Persons Deemed Owners.

          The registered Holder of a Security shall be treated as the owner of
it for all purposes.

14.  Unclaimed Funds.

          Subject to applicable escheat and abandoned property laws, if funds
for the payment of principal or interest remain unclaimed for two years, the
Trustee and the Paying Agent will repay the funds to the Company at its request.
After that, all liability of the Trustee and such Paying Agent with respect to
such funds shall cease.

15.  Discharge Prior to Redemption or Maturity.

          The Company may be discharged from its obligations under the Indenture
and the Securities except for certain provisions thereof, and may be discharged
from obligations to comply with certain covenants contained in the Indenture and
the Securities, in each case upon satisfaction of certain conditions specified
in the Indenture.

                                       A-8

<PAGE>

16.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture and the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated
Securities or comply with any requirements of the Commission in connection with
the qualification of the Indenture under the TIA, or make any other change that
does not materially adversely affect the rights of any Holder of a Security.

17.  Restrictive Covenants.

          The Indenture contains certain covenants that, among other things,
limit the ability of the Company and its Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to sell assets, to
permit restrictions on dividends and other payments by Restricted Subsidiaries
of the Company to the Company, to consolidate, merge or sell all or
substantially all of its assets or to engage in transactions with affiliates.
The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with
such limitations.

18.  Defaults and Remedies.

          If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or

                                       A-9

<PAGE>

power. The Trustee may withhold from Holders of Securities notice of certain
continuing Defaults or Events of Default if it determines that withholding
notice is in their interest.

19.  Trustee Dealings with Company.

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may subject to
certain conditions specified in the Indenture, otherwise deal with the Company,
its Subsidiaries or their respective Affiliates as if it were not the Trustee.

20.  No Recourse Against Others.

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

21.  Authentication.

          This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Security.

22.  Abbreviations and Defined Terms.

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

23.  Governing Law.

          This Security shall be governed by, and construed in accordance with,
the laws of the State of New York without giving effect to applicable principles
of conflicts of laws to the extent that such principles are not mandatorily
applicable by statute and the application of the laws of another jurisdiction
would be required thereby.

                                      A-10

<PAGE>

24.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

25.  Registration Rights.

          Pursuant to the Registration Rights Agreement, the Company will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Security shall have the right to exchange this Security for a 10% Senior
Subordinated Note due 2010 of the Company which shall have been registered under
the Securities Act, in like principal amount and having terms identical in all
material respects to this Security. The Holders shall be entitled to receive
liquidated damages in the event such exchange offer is not consummated or the
Securities are not offered for resale and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

26.  Indenture.

          Each Holder, by accepting a Security, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time. Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.

          The Company will furnish to any Holder of a Security upon written
request and without charge a copy of the Indenture. Requests may be made to:
BWAY Corporation, 8607 Roberts Drive, Suite 250, Atlanta, GA 30350, Attention:
Kevin C. Kern.

                                      A-11

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________
      (Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
 (Insert Social Security or other identifying number of assignee or transferee)

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

Dated:                                 Signed:
       -----------------                       ---------------------------------
                                                     (Sign exactly as name
                                                      appears on the other
                                                     side of this Security)


Signature Guarantee:                   -----------------------------------------
                                       Participant in a recognized Signature
                                       Guarantee Medallion Program (or other
                                       signature guarantor program reasonably
                                       acceptable to the Trustee)

          In connection with any transfer of this Security occurring prior to
the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), covering resales of this
Security (which effectiveness shall not have been suspended or terminated at the
date of the transfer) and (ii)the undersigned confirms that it has not utilized
any general solicitation or general advertising in connection with the transfer
and that such transfer is:

                                       [Check One]

(1)  [ ]  to the Company or a subsidiary thereof; or

<PAGE>

(2)  [ ]  pursuant to and in compliance with Rule 144A under the Securities Act;
          or

(3)  [ ]  to an institutional "accredited investor" (as defined in Rule
          501(a)(1), (2), (3) or (7) under the Securities Act) that has
          furnished to the Trustee a signed letter containing certain
          representations and agreements (the form of which letter can be
          obtained from the Trustee); or

(4)  [ ]  outside the United States to a "foreign purchaser" in compliance
          with Rule 904 of Regulation S under the Securities Act; or

(5)  [ ]  pursuant to the exemption from registration provided by Rule 144
          under the Securities Act; or

(6)  [ ]  pursuant to an effective registration statement under the
          Securities Act; or

(7)  [ ]  pursuant to another available exemption from the registration
          statement requirements of the Securities Act;

and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act (an "Affiliate"):

          [ ] The transferee is an Affiliate of the Company.

          Unless one of the items is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item
(3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Securities, in its sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4)) and other information as the Trustee or the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

          If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Security

                                       -2-

<PAGE>

in the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section
2.16 of the Indenture shall have been satisfied.

Dated:                              Signed:
       ------------------------             ------------------------------------
                                            (Sign exactly as name appears on the
                                             other side of this Security)

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

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:
       -----------------------------   -----------------------------------------
                                       NOTICE: To be executed by an executive
                                               officer

                                       -3-

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.12 or Section 4.13 of the Indenture, check the appropriate
box:

Section 4.12 [      ] Section 4.13 [       ]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the
amount: $___________


Dated:                                  Signed:
       -----------------                       ---------------------------------
                                                     (Sign exactly as name
                                                      appears on the other
                                                     side of this Security)


Signature Guarantee:                   -----------------------------------------
                                       Participant in a recognized Signature
                                       Guarantee Medallion Program (or other
                                       signature guarantor program reasonably
                                       acceptable to the Trustee)

<PAGE>

                                                                       EXHIBIT B

                                BWAY CORPORATION
                          10% Senior Subordinated Note
                              due October 15, 2010

                                                               CUSIP No.________
No._______                                                              $ ______

          BWAY CORPORATION, a Delaware corporation (the "Company", which term
includes any successor corporation), for value received promises to pay to CEDE
& CO. or registered assigns, the principal sum of ________ on October 15, 2010.

          Interest Payment Dates: April 15 and October 15, commencing April 15,
2003.

          Record Dates: April 1 and October 1.

          Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                       B-1

<PAGE>

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

Dated: _________

                                       BWAY CORPORATION


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


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

                                       B-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This is one of the 10% Senior Subordinated Notes due 2010 described in
the within-mentioned Indenture.

                                       THE BANK OF NEW YORK,
                                       as Trustee

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

                                       B-3

<PAGE>

                              (REVERSE OF SECURITY)

                                BWAY CORPORATION

                          10% Senior Subordinated Note
                              due October 15, 2010

1.   Interest.

          BWAY CORPORATION, a Delaware corporation (the "Company"), promises to
pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semi-annually on April 15 and October
15 of each year (the "Interest Payment Date"), commencing April 15, 2003.
Interest on this Security will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from . Interest on this
Security will be computed on the basis of a 360-day year of twelve 30-day
months.

          The Company shall pay interest on overdue principal from time to time
on demand at the rate borne by this Security and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.

2.   Method of Payment.

          The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date even if the
Securities are cancelled on registration of transfer or registration of exchange
after such Record Date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by wire transfer of Federal funds, or interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.   Paying Agent and Registrar.

          Initially, The Bank of New York (the "Trustee") will act as Paying
Agent and Registrar. The Company may change any

                                       B-4

<PAGE>

Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Registrar or co-Registrar.

4.   Indenture.

          The Company issued the Securities under an Indenture, dated as of
November [ ], 2002 (the "Indenture"), between the Company and the Trustee. This
Security is one of a duly authorized issue of Securities of the Company
designated as its 10% Senior Subordinated Notes due 2010 (the "Securities"). The
Securities are treated as a single class of securities under the Indenture
unless otherwise specified in the Indenture. Capitalized terms herein are used
as defined in the Indenture unless otherwise defined herein. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and Holders of Securities are referred to the Indenture and the TIA for a
statement of them. The Securities are not limited in aggregate principal amount.

          The Securities may hereafter be entitled to certain senior
subordinated Guarantees made for the benefit of the Holders. Reference is made
to Article Eleven of the Indenture for terms relating to such Guarantees,
including the release, termination and discharge thereof. Neither the Company
nor any Guarantor shall be required to make any notation on this Security to
reflect any Guarantee or any such release, termination or discharge.

5.   Subordination.

          The Securities are subordinated in right of payment, in the manner and
to the extent set forth in the Indenture, to the prior payment in full in cash
or Cash Equivalents (other than Cash Equivalents of the type referred to in
clauses (4), (5) and (6) of the definition thereof) of all Senior Debt of the
Company, whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed. In addition, the Guarantee of any Guarantor is
subordinated in right of payment, in the manner and to the extent set forth in
the Indenture, to the prior payment in full in cash or Cash Equivalents

                                       B-5

<PAGE>

(other than Cash Equivalents of the type referred to in clauses (4), (5) and (6)
of the definition thereof), of all Guarantor Senior Debt of such Guarantor,
whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed. Each Holder by his acceptance hereof agrees to
be bound by such provisions and authorizes and expressly directs the Trustee, on
his behalf, to take such action as may be necessary or appropriate to effectuate
the subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such purposes.

6.   Optional Redemption.

          The Securities will be redeemable, at the Company's option, in whole
at any time or in part from time to time, on and after October 15, 2005, upon
not less than 30 nor more than 60 days' notice, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during the
twelve-month period commencing on October 15 of the years set forth below, plus,
in each case, accrued and unpaid interest thereon, if any, to the date of
redemption:

      Year                                                     Percentage
      ----                                                     ----------
      2006..........................................            105.000%
      2007..........................................            103.333%
      2008..........................................            101.667%
      2009 and thereafter...........................            100.000%

7.   Optional Redemption upon Equity Offerings.

          At any time, or from time to time, on or prior to October 15, 2005,
the Company may, at its option, use the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the aggregate principal amount of the
Securities issued under the Indenture at a redemption price equal to 110% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided that at least 65% of the original principal
amount of Securities issued under the Indenture remains outstanding immediately
after any such redemption. In order to effect the foregoing redemption with the
net cash proceeds of any Equity Offering, the Company shall make such redemption
not more than 90 days after the consummation of any such Equity Offering.

          As used in the preceding paragraph, "Equity Offering" means a sale of
Qualified Capital Stock (i) of the Company or

                                       B-6

<PAGE>

(ii) of any direct or indirect parent of the Company (including Holding),
provided that proceeds of such sale sufficient to pay the redemption price plus
accrued interest to the redemption date shall be contributed to the Company.

8.   Notice of Redemption.

          Notice of redemption pursuant to paragraph 6 or paragraph 7 will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at such Holder's registered address.
Securities in denominations of $1,000 may be redeemed only in whole. The Trustee
may select for redemption portions (equal to $1,000 or any integral multiple
thereof) of the principal of Securities that have denominations larger than
$1,000.

          If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption.

9.   Change of Control Offer.

          Upon the occurrence of a Change of Control, the Company will be
required to offer to purchase all of the outstanding Securities at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the date of repurchase.

10.  Limitation on Asset Sales.

          The Company is, subject to certain conditions, obligated to make an
offer to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

11.  Denominations; Transfer; Exchange.

          The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may

                                       B-7

<PAGE>

require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities or
portions thereof selected for redemption, except the unredeemed portion of any
security being redeemed in part.

12.  Persons Deemed Owners.

          The registered Holder of a Security shall be treated as the owner of
it for all purposes.

13.  Unclaimed Funds.

          Subject to applicable escheat and abandoned property laws, if funds
for the payment of principal or interest remain unclaimed for two years, the
Trustee and the Paying Agent will repay the funds to the Company at its request.
After that, all liability of the Trustee and such Paying Agent with respect to
such funds shall cease.

14.  Discharge Prior to Redemption or Maturity.

          The Company may be discharged from its obligations under the Indenture
and the Securities except for certain provisions thereof, and may be discharged
from obligations to comply with certain covenants contained in the Indenture and
the Securities, in each case upon satisfaction of certain conditions specified
in the Indenture.

15.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture and the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated
Securities or comply with any requirements of the Commission in connection with
the qualification of the Indenture under the TIA, or make any other change that
does

                                       B-8

<PAGE>

not materially adversely affect the rights of any Holder of a Security.

16.  Restrictive Covenants.

          The Indenture contains certain covenants that, among other things,
limit the ability of the Company and its Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to sell assets, to
permit restrictions on dividends and other payments by Restricted Subsidiaries
of the Company to the Company, to consolidate, merge or sell all or
substantially all of its assets or to engage in transactions with affiliates.
The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with
such limitations.

17.  Defaults and Remedies.

          If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of Default
if it determines that withholding notice is in their interest.

18.  Trustee Dealings with Company.

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may, subject to
certain conditions specified in the Indenture, otherwise deal with the Company,
its Subsidiaries or their respective Affiliates as if it were not the Trustee.

19.  No Recourse Against Others.

          No stockholder, director, officer, employee or incorporator, as such,
of the Company, any Guarantor or any Subsidiary thereof shall have any liability
for any obligation of the

                                       B-9

<PAGE>

Company or any Guarantor under the Securities, any Guarantee or the Indenture or
for any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the Securities.

20.  Authentication.

          This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Security.

21.  Abbreviations and Defined Terms.

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

22.  Governing Law.

          This Security shall be governed by, and construed in accordance with,
the laws of the State of New York without giving effect to applicable principles
of conflicts of laws to the extent that such principles are not mandatorily
applicable by statute and the application of the laws of another jurisdiction
would be required thereby.

23.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

24.  Indenture.

          Each Holder, by accepting a Security, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time. Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.

                                      B-10

<PAGE>

          The Company will furnish to any Holder of a Security upon written
request and without charge a copy of the Indenture. Requests may be made to:
BWAY Corporation, 8607 Roberts Drive, Suite 250, Atlanta, GA 30350, Attention:
Kevin C. Kern.

                                      B-11

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________
      (Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
 (Insert Social Security or other identifying number of assignee or transferee)

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

Dated:                                  Signed:
       -----------------                       ---------------------------------
                                                     (Sign exactly as name
                                                      appears on the other
                                                     side of this Security)

Signature Guarantee:                   -----------------------------------------
                                       Participant in a recognized Signature
                                       Guarantee Medallion Program (or other
                                       signature guarantor program reasonably
                                       acceptable to the Trustee)

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.12 or Section 4.13 of the Indenture, check the appropriate
box:

Section 4.12 [      ] Section 4.13 [       ]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the
amount: $___________


Dated:                                  Signed:
       -----------------                       ---------------------------------
                                                     (Sign exactly as name
                                                      appears on the other
                                                     side of this Security)


Signature Guarantee:                   -----------------------------------------
                                       Participant in a recognized Signature
                                       Guarantee Medallion Program (or other
                                       signature guarantor program reasonably
                                       acceptable to the Trustee)

<PAGE>

                                                                       EXHIBIT C

                                 FORM OF LEGENDS

          Each Global Note and Physical Note that constitutes a Restricted
Security or is sold in compliance with Regulation S shall bear the following
legend (the "Private Placement Legend") on the face thereof until after the
second anniversary of the Issue Date, unless otherwise agreed by the Issuer and
the Holder thereof:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS
     AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
     TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
     BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS
     A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
     IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
     ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2),
     (3) OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR")), (2) AGREES
     THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
     SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
     COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
     QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
     SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR
     THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY
     A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
     REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
     THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
     FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
     TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF
     AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
     RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH
     ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
     (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (G)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

                                       C-1

<PAGE>

     ACT IN EACH OF CASES (A) THROUGH (G) IN ACCORDANCE WITH ANY SECURITIES LAWS
     OF ANY STATE OF THE UNITED STATES, AND (3) AGREES THAT IT WILL GIVE TO EACH
     PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
     EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
     WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE
     PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, OR, IF THE TRANSFER IS
     PURSUANT TO CLAUSE (E) OR (F) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
     TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL
     OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
     CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR
     IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
     STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT.

          Each Global Security authenticated and delivered hereunder shall also
bear the following legend:

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
     NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
     EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
     THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
     IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER
     OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
     DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
     NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
     CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
     OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
     COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
     AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
     SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
     ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
     BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS

                                       C-2

<PAGE>

     WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
     INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
     WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF
     OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
     SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
     RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

                                       C-3

<PAGE>

                                                                       EXHIBIT D

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                         [             ], [    ]

[         ]


Ladies and Gentlemen:

          In connection with our proposed purchase of 10% Senior Subordinated
Notes due 2010 (the "Notes") of BWAY FINANCE CORP., a Delaware corporation (the
"Company"), we confirm that:

          1. We have received a copy of the Offering Memorandum (the "Offering
Memorandum"), dated November 21, 2002, relating to the Securities and such other
information as we deem necessary in order to make our investment decision. We
acknowledge that we have read and agreed to the matters stated in the section
entitled "Transfer Restrictions" of such Offering Memorandum, including the
restrictions on duplication and circulation of the Offering Memorandum.

          2. We understand that any subsequent transfer of the Securities is
subject to certain restrictions and conditions set forth in the Indenture
relating to the Securities (the "Indenture") as described in the Offering
Memorandum and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Securities except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the
"Securities Act"), and all applicable State securities laws.

          3. We understand that the offer and sale of the Securities have not
been registered under the Securities Act, and that the Securities may not be
offered or sold except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Securities, we will do so only (i) to the
Company or any of its subsidiaries, (ii)

                                       D-1

<PAGE>

inside the United States in accordance with Rule 144A under the Securities Act
to a "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act), (iii) inside the United States to an institutional "accredited
investor" (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to the Trustee (as defined in
the Indenture) a signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Securities (the form of which
letter can be obtained from the Trustee), (iv) outside the United States in
accordance with Rule 904 of Regulation S promulgated under the Securities Act to
non-U.S. persons, (v) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available), or (vi) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing any of the Securities from us a notice
advising such purchaser that resales of the Securities are restricted as stated
herein.

          4. We are not acquiring the Securities for or on behalf of, and will
not transfer the Securities to, any pension or welfare plan (as defined in
Section 3 of the Employee Retirement Income Security Act of 1974), except as
permitted in the section entitled "Transfer Restrictions" of the Offering
Memorandum.

          5. We understand that, on any proposed resale of any Securities, we
will be required to furnish to the Trustee and the Company such certification,
legal opinions and other information as the Trustee and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Securities purchased by us will
bear a legend to the foregoing effect.

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

          7. We are acquiring the Securities purchased by us for our account or
for one or more accounts (each of which is

                                       D-2

<PAGE>

an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                                       D-3

<PAGE>

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

                                       Very truly yours,

                                       [Name of Transferee]

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

                                       D-4

<PAGE>

                                                                       EXHIBIT E

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                           [           ], [    ]

[         ]

          Re:     BWAY Finance Corp. (the "Company")
                  10% Senior Subordinated Notes due
                  2010 (the "Securities")

Ladies and Gentlemen:

          In connection with our proposed sale of $[ ] aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

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

          (2)     either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated offshore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     prearranged with a buyer in the United States;

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

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

                                       E-1

<PAGE>

          (5)     we have advised the transferee of the transfer restrictions
     applicable to the Securities.

          You, the Company and counsel for the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                       Very truly yours,

                                       [Name of Transferor]

                                       By:
                                           -------------------------------------
                                                   Authorized Signature

                                      E-2