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                                                                   EXHIBIT 10.10

                                                                  EXECUTION COPY

                           PLEDGE AGREEMENT dated as of September 30, 1997, as
                  amended and restated as of May 31, 2000, among HUNTSMAN
                  PACKAGING CORPORATION, a Utah corporation (the "Borrower"),
                  each Subsidiary of the Borrower listed on Schedule I hereto
                  (each such Subsidiary individually a "Subsidiary Pledgor" and
                  collectively, the "Subsidiary Pledgors"; the Borrower and the
                  Subsidiary Pledgors are referred to collectively herein as the
                  "Pledgors") and BANKERS TRUST COMPANY, a New York banking
                  corporation ("Bankers Trust"), as collateral agent (in such
                  capacity, the "Collateral Agent") for the Secured Parties (as
                  defined in the Credit Agreement referred to below).

         Reference is made to (a) the Credit Agreement dated as of September 30,
1997, as amended and restated as of May 31, 2000 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, Aspen Industrial, S.A. de C.V., a Mexico corporation (the "Mexico
Borrower"), the lenders from time to time party thereto (the "Lenders") and
Bankers Trust, as administrative agent (in such capacity, the "Administrative
Agent") for the Lenders, and (b) the Guarantee Agreement dated as of September
30, 1997, as amended and restated as of May 31, 2000 (as amended, supplemented
or otherwise modified from time to time, the "Guarantee Agreement"), among the
Borrower, the Subsidiary Pledgors and the Collateral Agent. Capitalized terms
used herein and not defined herein shall have meanings assigned to such terms in
the Credit Agreement.

                  The parties hereto have entered into a Pledge Agreement dated
as of September 30, 1997, and are entering into this Agreement to amend and
restate such Pledge Agreement in its entirety in the form hereof.

         The Lenders have agreed to make Loans to the Borrower and the Mexico
Borrower and the Issuing Bank has agreed to


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issue Letters of Credit for the account of the Borrower, pursuant to, and upon
the terms and subject to the conditions specified in, the Credit Agreement. The
Subsidiary Guarantors have agreed to guarantee, among other things, all the
obligations of the Borrower and the Mexico Borrower under the Credit Agreement.
The Borrower has agreed to guarantee, among other things, all the obligations of
the Mexico Borrower under the Credit Agreement. The obligations of the Lenders
to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned
upon, among other things, the execution and delivery by the Pledgors of a Pledge
Agreement in the form hereof to secure (a) the due and punctual payment by the
Borrower and the Mexico Borrower of (i) the principal of and premium, if any,
and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral and (iii) all other monetary obligations,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), of
the Loan Parties to the Secured Parties under the Credit Agreement and the other
Loan Documents, (b) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Loan Parties under or pursuant to
the Credit Agreement and the other Loan Documents, (c) the due and punctual
payment and performance of all obligations of the Borrower or the Mexico
Borrower, monetary or otherwise, under each Hedging Agreement entered into with
any counterparty that was a Lender (or an Affiliate thereof) at the time such
Hedging Agreement was entered into and (d) the due and punctual payment of all
monetary obligations of the Borrower (but not in excess of $10,000,000 in the
aggregate) under any domestic overdraft facilities entered into by the Borrower



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(all the monetary and other obligations referred to in the preceding clauses (a)
through (d) being referred to collectively as the "Obligations").

         Accordingly, the Pledgors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:


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         SECTION 1. Pledge. As security for the payment and performance, as the
case may be, in full of the Obligations, each Pledgor hereby transfers, grants,
bargains, sells, conveys, hypothecates, pledges, sets over and delivers, and
pursuant to the English charge over shares between Huntsman Container Company
International and [ ], with respect to the shares of Huntsman Film Products U.K.
Limited (the "English Pledged Stock"), pledges the English Pledged Stock, unto
the Collateral Agent, its successors and assigns, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in all of the Pledgor's right, title and
interest in, to and under (a) the shares of capital stock owned by it and listed
on Schedule II hereto and any shares of capital stock of any Subsidiary obtained
in the future by the Pledgor and the certificates representing all such shares
(the "Pledged Stock"); (b)(i) the debt securities listed opposite the name of
the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued
to the Pledgor and (iii) the promissory notes and any other instruments
evidencing such debt securities (the "Pledged Debt Securities"); (c) subject to
Section 5, all payments of principal or interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise
distributed, in respect of, in exchange for or upon the conversion of the
securities referred to in clauses (a) and (b) above; (d) subject to Section 5,
all rights and privileges of the Pledgor with respect to the securities and
other property referred to in clauses (a), (b), (c) and (d) above; and (e) all
proceeds of any of the foregoing (the items referred to in clauses (a) through
(e) above being collectively referred to as the "Collateral"). Notwithstanding
any of the foregoing, the Pledged Stock shall not include (i) more than 65% of
the issued and outstanding shares of common stock of any Foreign Subsidiary that
is not a Subsidiary Loan Party or (ii) to the extent that applicable law
requires that a Subsidiary of the Pledgor issue directors' qualifying shares,
such qualifying shares.

         Upon delivery to the Collateral Agent, (a) any stock certificates,
notes or other securities now or hereafter included in the Collateral (the
"Pledged Securities") shall be accompanied by stock powers duly executed in
blank or


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other instruments of transfer satisfactory to the Collateral Agent and by such
other instruments and documents as the Collateral Agent may reasonably request
and (b) all other property comprising part of the Collateral shall be
accompanied by proper instruments of assignment duly executed by the applicable
Pledgor and such other instruments or documents as the Collateral Agent may
reasonably request. Each delivery of Pledged Securities shall be accompanied by
a schedule describing the securities then being pledged hereunder, which
schedule shall be attached hereto as Schedule II and made a part hereof. Each
schedule so delivered shall supplement any prior schedules so delivered.

         TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.

         SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly
to deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities, and any and all certificates or other instruments or documents
representing the Collateral.

         (b) Each Pledgor will cause any Indebtedness for borrowed money owed to
the Pledgor by the Borrower or any Subsidiary to be evidenced by a duly executed
promissory note that is pledged and delivered to the Collateral Agent pursuant
to the terms thereof.

         SECTION 3.  Representations, Warranties and Covenants.  Each Pledgor
hereby represents, warrants and covenants, as to itself and the Collateral
pledged by it hereunder, to and with the Collateral Agent that:

                  (a) the Pledged Stock represents that percentage as set forth
         on Schedule II of the issued and outstanding shares of each class of
         the capital stock of the issuer with respect thereto;

                  (b) except for the security interest granted hereunder and
         except as permitted by the Credit


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         Agreement, the Pledgor (i) is and will at all times continue to be the
         direct owner, beneficially and of record, of the Pledged Securities
         indicated on Schedule II, (ii) holds the same free and clear of all
         Liens, (iii) will make no assignment, pledge, hypothecation or transfer
         of, or create or permit to exist any security interest in or other Lien
         on, the Collateral, other than pursuant hereto, and (iv) subject to
         Section 5, will cause any and all Collateral, whether for value paid by
         the Pledgor or otherwise, to be forthwith deposited with the Collateral
         Agent and pledged or assigned hereunder;

                  (c) the Pledgor (i) has the power and authority to pledge the
         Collateral in the manner hereby done or contemplated and (ii) will
         defend its title or interest thereto or therein against any and all
         Liens (other than the Lien created by this Agreement), however arising,
         of all Persons whomsoever;

                  (d) no consent which has not been obtained of any other Person
         (including stockholders or creditors of any Pledgor) and no consent or
         approval which has not been obtained of any Governmental Authority or
         any securities exchange is necessary to the validity of the pledge
         effected hereby;

                  (e) by virtue of the execution and delivery by the Pledgors of
         this Agreement, when the Pledged Securities, certificates or other
         documents representing or evidencing the Collateral are delivered to
         the Collateral Agent in accordance with this Agreement, the Collateral
         Agent will obtain a valid and perfected first lien upon and security
         interest in such Pledged Securities as security for the payment and
         performance of the Obligations;

                  (f) the pledge effected hereby is effective to vest in the
         Collateral Agent, on behalf of the Secured Parties, the rights of the
         Collateral Agent in the Collateral as set forth herein;

                  (g) all of the Pledged Stock has been duly authorized and
         validly issued and is fully paid and nonassessable;


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                  (h) all information set forth herein relating to the Pledged
         Stock is accurate and complete in all material respects as of the date
         hereof; and

                  (i) the pledge of the Pledged Stock pursuant to this Agreement
         does not violate Regulation U or X of the Federal Reserve Board or any
         successor thereto as of the date hereof.

         SECTION 4. Registration in Nominee Name; Denominations. The Collateral
Agent, on behalf of the Secured Parties, shall have the right (in its sole and
absolute discretion) to hold the Pledged Securities in its own name as pledgee,
the name of its nominee (as pledgee or as sub-agent) or the name of the
Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent.
Each Pledgor will promptly give to the Collateral Agent copies of any notices or
other communications received by it with respect to Pledged Securities
registered in the name of such Pledgor. The Collateral Agent shall at all times
have the right to exchange the certificates representing Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with
this Agreement.

         SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and
until an Event of Default shall have occurred and be continuing:

                  (i) Each Pledgor shall be entitled to exercise any and all
         voting and/or other consensual rights and powers inuring to an owner of
         Pledged Securities or any part thereof for any purpose consistent with
         the terms of this Agreement, the Credit Agreement and the other Loan
         Documents; provided, however, that such Pledgor will not be entitled to
         exercise any such right if the result thereof could materially and
         adversely affect the rights inuring to a holder of the Pledged
         Securities or the rights and remedies of any of the Secured Parties
         under this Agreement or the Credit Agreement or any other Loan Document
         or the ability of the Secured Parties to exercise the same.


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                  (ii) The Collateral Agent shall execute and deliver to each
         Pledgor, or cause to be executed and delivered to each Pledgor, all
         such proxies, powers of attorney and other instruments as such Pledgor
         may reasonably request for the purpose of enabling such Pledgor to
         exercise the voting and/or consensual rights and powers it is entitled
         to exercise pursuant to subparagraph (i) above and to receive the cash
         dividends it is entitled to receive pursuant to subparagraph (iii)
         below.

                  (iii) Each Pledgor shall be entitled to receive and retain any
         and all cash dividends, interest and principal paid on the Pledged
         Securities to the extent and only to the extent that such cash
         dividends, interest and principal are permitted by, and otherwise paid
         in accordance with, the terms and conditions of the Credit Agreement,
         the other Loan Documents and applicable laws. All noncash dividends,
         interest and principal, and all dividends, interest and principal paid
         or payable in cash or otherwise in connection with a partial or total
         liquidation or dissolution, return of capital, capital surplus or
         paid-in surplus, and all other distributions (other than distributions
         referred to in the preceding sentence) made on or in respect of the
         Pledged Securities, whether paid or payable in cash or otherwise,
         whether resulting from a subdivision, combination or reclassification
         of the outstanding capital stock of the issuer of any Pledged
         Securities or received in exchange for Pledged Securities or any part
         thereof, or in redemption thereof, or as a result of any merger,
         consolidation, acquisition or other exchange of assets to which such
         issuer may be a party or otherwise, shall be and become part of the
         Collateral, and, if received by any Pledgor, shall not be commingled by
         such Pledgor with any of its other funds or property but shall be held
         separate and apart therefrom, shall be held in trust for the benefit of
         the Collateral Agent and shall be forthwith delivered to the Collateral
         Agent in the same form as so received (with any necessary endorsement).

         (b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to


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dividends, interest or principal that such Pledgor is authorized to receive
pursuant to paragraph (a)(iii) above shall cease, and all such rights shall
thereupon become vested in the Collateral Agent, which shall have the sole and
exclusive right and authority to receive and retain such dividends, interest or
principal. All dividends, interest or principal received by the Pledgor contrary
to the provisions of this Section 5 shall be held in trust for the benefit of
the Collateral Agent, shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in
the same form as so received (with any necessary endorsement). Any and all money
and other property paid over to or received by the Collateral Agent pursuant to
the provisions of this paragraph (b) shall be retained by the Collateral Agent
in an account to be established by the Collateral Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions
of Section 7. After all Events of Default have been cured or waived, the
Collateral Agent shall, within five Business Days after all such Events of
Default have been cured or waived, repay to each Pledgor all cash dividends,
interest or principal (without interest), that such Pledgor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) above and which
remain in such account.

         (c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to exercise the voting and consensual rights
and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii)
of this Section 5, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers, provided
that, unless otherwise directed by the Required Lenders, the Collateral Agent
shall have the right from time to time following and during the continuance of
an Event of Default to permit the Pledgors to exercise such rights. After all
Events of Default have been cured or waived, such Pledgor will have the right to
exercise the voting and consensual rights and powers that it would otherwise be
entitled to exercise pursuant to the terms of paragraph (a)(i) above.


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         SECTION 6. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, subject to applicable regulatory and legal
requirements, the Collateral Agent may sell the Collateral, or any part thereof,
at public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such
sale (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Pledgor, and, to the extent permitted by applicable
law, the Pledgors hereby waive all rights of redemption, stay, valuation and
appraisal any Pledgor now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted.

         The Collateral Agent shall give a Pledgor 10 days' prior written notice
(which each Pledgor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of such Pledgor's Collateral. Such notice, in the case of a public
sale, shall state the time and place for such sale and, in the case of a sale at
a broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice of such sale. At any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may (in its sole and absolute discretion)


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determine. The Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time
and place to which the same was so adjourned. In case any sale of all or any
part of the Collateral is made on credit or for future delivery, the Collateral
so sold may be retained by the Collateral Agent until the sale price is paid in
full by the purchaser or purchasers thereof, but the Collateral Agent shall not
incur any liability in case any such purchaser or purchasers shall fail to take
up and pay for the Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by applicable law, private) sale made pursuant to this Section 6, any
Secured Party may bid for or purchase, free from any right of redemption, stay
or appraisal on the part of any Pledgor (all said rights being also hereby
waived and released), the Collateral or any part thereof offered for sale and
may make payment on account thereof by using any claim then due and payable to
it from such Pledgor as a credit against the purchase price, and it may, upon
compliance with the terms of sale, hold, retain and dispose of such property
without further accountability to such Pledgor therefor. For purposes hereof,
(a) a written agreement to purchase the Collateral or any portion thereof shall
be treated as a sale thereof, (b) the Collateral Agent shall be free to carry
out such sale pursuant to such agreement and (c) such Pledgor shall not be
entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into
such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale
herein conferred upon it, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose upon the Collateral and to sell the Collateral or
any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver. Any sale pursuant to the provisions of this Section 6 shall be


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deemed to conform to the commercially reasonable standards as provided in
Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New
York or its equivalent in other jurisdictions.

         SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of
Collateral pursuant to Section 6, as well as any Collateral consisting of cash,
shall be applied by the Collateral Agent as follows:

                  FIRST, to the payment of all costs and expenses incurred by
         the Collateral Agent or the Administrative Agent in connection with
         such sale or otherwise in connection with this Agreement, any other
         Loan Document or any of the Obligations, including all court costs and
         the reasonable fees and expenses of its agents and legal counsel, the
         repayment of all advances made by the Collateral Agent hereunder or
         under any other Loan Document on behalf of any Pledgor and any other
         costs or expenses incurred in connection with the exercise of any right
         or remedy hereunder or under any other Loan Document;

                  SECOND, to the payment in full of the Obligations (the amounts
         so applied to be distributed among the Secured Parties pro rata in
         accordance with the amounts of the Obligations owed to them on the date
         of any such distribution); and

                  THIRD, to the Pledgors, their successors or assigns, or as a
         court of competent jurisdiction may otherwise direct.


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         The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the purchase money by the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.

         SECTION 8. Reimbursement of Collateral Agent. (a) The Pledgors agree to
pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or
observe any of the provisions hereof.

         (b) Without limitation of its indemnification obligations under the
other Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and
the Indemnitees (as defined in Section 9.03 of the Credit Agreement) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, other
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution
or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations thereunder or the consummation of the
Transactions and the other transactions contemplated thereby or (ii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any


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Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses resulted from the gross negligence or wilful
misconduct of such Indemnitee.

         (c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 8 shall remain operative and in full force and effect regardless
of the termination of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 8 shall be payable
on written demand therefor and shall bear interest at the rate specified in
Section 2.13 of the Credit Agreement.

         SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor, upon
the occurrence and during the continuance of a Default, for the purpose of
carrying out the provisions of this Agreement and taking any action and
executing any instrument that the Collateral Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing,
the Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Collateral Agent's name or in the name of such Pledgor, to ask for, demand,
sue for, collect, receive and give acquittance for any and all moneys due or to
become due under and by virtue of any Collateral, to endorse checks, drafts,
orders and other instruments for the payment of money payable to the Pledgor
representing any interest or dividend or other distribution payable in respect
of the Collateral or any part thereof or on account thereof and to give full
discharge for the same, to settle, compromise, prosecute or defend any action,
claim or proceeding with respect thereto, and to sell, assign, endorse, pledge,
transfer and to make any agreement respecting, or otherwise deal with, the same;
provided, however, that nothing herein contained shall be construed as requiring
or obligating the


<PAGE>   15

Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. The Collateral Agent and the other Secured Parties
shall be accountable only for amounts actually received as a result of the
exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Pledgor for
any act or failure to act hereunder, except for their own gross negligence or
wilful misconduct.

         SECTION 10. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the other Secured Parties under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provisions of this Agreement or consent to any departure by any
Pledgor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on any Pledgor in any case shall entitle such Pledgor to any
other or further notice or demand in similar or other circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Collateral Agent and the Pledgor or Pledgors with respect to which such
waiver, amendment or modification is to apply, subject to any consent required
in accordance with Section 9.02 of the Credit Agreement.

         SECTION 11. Securities Act, etc. In view of the position of the
Pledgors in relation to the Pledged


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Securities, or because of other current or future circumstances, a question may
arise under the Securities Act of 1933, as now or hereafter in effect, or any
similar statute hereafter enacted analogous in purpose or effect (such Act and
any such similar statute as from time to time in effect being called the
"Federal Securities Laws") with respect to any disposition of the Pledged
Securities permitted hereunder. Each Pledgor understands that compliance with
the Federal Securities Laws might very strictly limit the course of conduct of
the Collateral Agent if the Collateral Agent were to attempt to dispose of all
or any part of the Pledged Securities, and might also limit the extent to which
or the manner in which any subsequent transferee of any Pledged Securities could
dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to dispose of all or
part of the Pledged Securities under applicable Blue Sky or other state
securities laws or similar laws analogous in purpose or effect. Each Pledgor
recognizes that in light of such restrictions and limitations the Collateral
Agent may, with respect to any sale of the Pledged Securities, limit the
purchasers to those who will agree, among other things, to acquire such Pledged
Securities for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges and agrees that in
light of such restrictions and limitations, the Collateral Agent, in its
discretion, (a) may proceed to make such a sale whether or not a registration
statement for the purpose of registering such Pledged Securities or part thereof
shall have been filed under the Federal Securities Laws and (b) may approach and
negotiate with a single potential purchaser to effect such sale. Each Pledgor
acknowledges and agrees that any such sale might result in prices and other
terms less favorable to the seller than if such sale were a public sale without
such restrictions. In the event of any such sale, the Collateral Agent shall
incur no responsibility or liability for selling all or any part of the Pledged
Securities at a price that the Collateral Agent, in its discretion, may in good
faith deem reasonable under the circumstances, notwithstanding the possibility
that a substantially higher price might have been realized if the sale were
deferred until after registration as aforesaid or if more than a single
purchaser were approached. The provisions of this


<PAGE>   17

Section 11 will apply notwithstanding the existence of a public or private
market upon which the quotations or sales prices may exceed substantially the
price at which the Collateral Agent sells.

         SECTION 12. Registration, etc. Each Pledgor agrees that, upon the
occurrence and during the continuance of an Event of Default hereunder, if for
any reason the Collateral Agent desires to sell any of the Pledged Securities of
the Borrower at a public sale, it will, at any time and from time to time, upon
the written request of the Collateral Agent, use its best efforts to take or to
cause the issuer of such Pledged Securities to take such action and prepare,
distribute and/or file such documents, as are required or advisable in the
reasonable opinion of counsel for the Collateral Agent to permit the public sale
of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and
hold harmless the Collateral Agent, each other Secured Party, any underwriter
and their respective officers, directors, affiliates and controlling persons
from and against all loss, liability, expenses, costs of counsel (including,
without limitation, reasonable fees and expenses to the Collateral Agent of
legal counsel), and claims (including the costs of investigation) that they may
incur insofar as such loss, liability, expense or claim arises out of or is
based upon any untrue statement of a material fact contained in any prospectus
(or any amendment or supplement thereto) or in any notification or offering
circular, or arises out of or is based upon any omission to state a material
fact required to be stated therein or necessary to make the statements in any
thereof not misleading, except insofar as the same may have been caused by any
untrue statement or omission based upon information furnished to such Pledgor or
the issuer of such Pledged Securities by the Collateral Agent or any other
Secured Party expressly for use therein. Each Pledgor further agrees, upon such
written request referred to above, to use its best efforts to qualify, file or
register, or cause the issuer of such Pledged Securities to qualify, file or
register, any of the Pledged Securities under the Blue Sky or other securities
laws of such states as may be requested by the Collateral Agent and keep
effective, or cause to be kept effective, all such qualifications, filings or
registrations. The Pledgors will bear all costs and expenses of carrying out
their


<PAGE>   18

obligations under this Section 12. Each Pledgor acknowledges that there is no
adequate remedy at law for failure by it to comply with the provisions of this
Section 12 and that such failure would not be adequately compensable in damages,
and therefore agrees that its agreements contained in this Section 12 may be
specifically enforced.

         SECTION 13. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument relating to any of the foregoing,
(c) any exchange, release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure from any guaranty,
for all or any of the Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Pledgor in
respect of the Obligations or in respect of this Agreement (other than the
indefeasible payment in full of all the Obligations).

         SECTION 14. Termination or Release. (a) This Agreement and the security
interests granted hereby shall terminate when all the Obligations (except for
contingent indemnity and expense reimbursement obligations for which no claim
has been made) have been indefeasibly paid in full and the Lenders have no
further commitment to lend under the Credit Agreement, the LC Exposure has been
reduced to zero and the Issuing Bank has no further obligation to issue Letters
of Credit under the Credit Agreement.

         (b) Upon any sale or other transfer by any Pledgor of any Collateral
that is permitted under the Credit Agreement to any Person that is not a
Pledgor, or, upon the effectiveness of any written consent to the release of the



<PAGE>   19

security interest granted hereby in any Collateral pursuant to Section 9.02(b)
of the Credit Agreement, the security interest in such Collateral shall be
automatically released.

         (c) In connection with any termination or release pursuant to paragraph
(a) or (b), the Collateral Agent shall execute and deliver to any Pledgor, at
such Pledgor's expense, all documents that such Pledgor shall reasonably request
to evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 14 shall be without recourse to or warranty by the
Collateral Agent.

         SECTION 15. Notices. All communications and notices hereunder shall be
in writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Pledgor shall be given to
it at the address for notices set forth on Schedule I.

         SECTION 16. Further Assurances. Each Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Collateral Agent may at any time
reasonably request in connection with the administration and enforcement of this
Agreement or with respect to the Collateral or any part thereof or in order
better to assure and confirm unto the Collateral Agent its rights and remedies
hereunder.

         SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such
Pledgor and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of


<PAGE>   20

such Pledgor, the Collateral Agent and the other Secured Parties, and their
respective successors and assigns, except that no Pledgor shall have the right
to assign its rights hereunder or any interest herein or in the Collateral (and
any such attempted assignment shall be void), except as expressly contemplated
by this Agreement or the other Loan Documents. If all of the capital stock of a
Pledgor is sold, transferred or otherwise disposed of to a Person that is not an
Affiliate of the Borrower pursuant to a transaction permitted by Section 6.06 of
the Credit Agreement, such Pledgor shall be released from its obligations under
this Agreement without further action. This Agreement shall be construed as a
separate agreement with respect to each Pledgor and may be amended, modified,
supplemented, waived or released with respect to any Pledgor without the
approval of any other Pledgor and without affecting the obligations of any other
Pledgor hereunder.

         SECTION 18. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by each Pledgor herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank, regardless of any investigation made by
the Secured Parties or on their behalf, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
other fee or amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or the LC Exposure does not equal zero and as long as the
Commitments have not been terminated.

         (b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith


<PAGE>   21

negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

         SECTION 19.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute a single contract, and shall become effective
as provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

         SECTION 21. Rules of Interpretation. The rules of interpretation
specified in Section 1.03 of the Credit Agreement shall be applicable to this
Agreement. Section headings used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting this Agreement.

         SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each
Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent


<PAGE>   22

or any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Pledgor or
its properties in the courts of any jurisdiction.

         (b) Each Pledgor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

         (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         SECTION 24. Additional Pledgors. Pursuant to Section 5.12 of the Credit
Agreement, each Subsidiary Loan Party that was not in existence or not a
Subsidiary Loan Party on the date of the Credit Agreement is required to enter
in this Agreement as a Subsidiary Pledgor upon becoming a Subsidiary Loan Party.
Upon execution and delivery by the Collateral Agent and a Subsidiary of an
instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary
Pledgor hereunder with the same force and effect as if


<PAGE>   23

originally named as a Subsidiary Pledgor herein. The execution and delivery of
such instrument shall not require the consent of any Pledgor hereunder.


<PAGE>   24

The rights and obligations of each Pledgor hereunder shall remain in full force
and effect notwithstanding the addition of any new Subsidiary Pledgor as a party
to this Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                   HUNTSMAN PACKAGING CORPORATION,

                                     by
                                         /s/ RONALD G. MOFFITT
                                        -----------------------------
                                        Name: Ronald G. Moffitt
                                        Title: Vice President, Secretary and
                                               General Counsel

                                   THE SUBSIDIARY PLEDGORS LISTED ON SCHEDULE I
                                   HERETO,

                                     by
                                         /s/ RONALD G. MOFFITT
                                        -----------------------------
                                        Name: Ronald G. Moffitt
                                        Title:  Authorized Officer

                                   BANKERS TRUST COMPANY, as Collateral Agent,

                                     by
                                         /s/ ROBERT R. TELESCA
                                        -----------------------------
                                        Name: Robert R. Telesca
                                        Title: Assistant Vice President


<PAGE>   25
                                  SCHEDULE 1

                            SUBSIDIARY GUARANTORS
                            ---------------------



Edision Plastics International Inc.
Huntsman Bulk Packaging Corporation
Huntsman Container Corporation International
Huntsman Edision Films Corporation
Huntsman Film Products of Mexico
Huntsman KLC Products
Huntsman Packaging Georgia, Inc.
Huntsman Packaging Products of Canada, LLC

<PAGE>   26


                                   SCHEDULE II

                    PLEDGED CAPITAL STOCK AND DEBT SECURITIES


Pledged Capital Stock

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                             STOCK           NUMBER OF
                                                                             CERTIFICATE     SHARES            PERCENTAGE
ISSUER                           RECORD OWNER                                NUMBER          PLEDGED           PLEDGED
-------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                         <C>              <C>              <C>
Edison Plastics International,   Huntsman Edison Films Corporation
Inc. (Delaware)                  (successor by merger to Blessings           1                25
                                 Corporation)                                3                475              100%
-------------------------------------------------------------------------------------------------------------------------------
Huntsman Bulk Packaging          Huntsman Packaging Corporation              3                1,000            100%
Corporation (Utah)
-------------------------------------------------------------------------------------------------------------------------------
Huntsman Container               Huntsman Packaging Corporation              8                1,000            100%
Corporation International
(Utah)
-------------------------------------------------------------------------------------------------------------------------------
Huntsman Edison Films            Huntsman Packaging Corporation              2                1,000            100%
Corporation (Delaware)
-------------------------------------------------------------------------------------------------------------------------------
Huntsman Film Products of        Huntsman Packaging Corporation              2                1,000            100%
Mexico, Inc. (Utah)
-------------------------------------------------------------------------------------------------------------------------------
Huntsman KCL                     Huntsman Packaging Corporation              1                1,000            100%
Corporation, Inc. (Utah)

-------------------------------------------------------------------------------------------------------------------------------
Huntsman Packaging               Huntsman Packaging Corporation              2                1,000            100%
Georgia, Inc. (Georgia)

-------------------------------------------------------------------------------------------------------------------------------
ASPEN Industrial,                Huntsman Packaging Corporation and          8                361,731,315      65%
S.A. de C.V. (Mexico)            Huntsman Container Corporation
                                 International (100% in the aggregate)
-------------------------------------------------------------------------------------------------------------------------------
Huntsman Film Products of        Huntsman Packaging Corporation (successor   C-2              65               65%
Canada Ltd. (Canada)             by merger to Huntsman Film Products
                                 Corporation)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       2

<PAGE>   27

<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
                                                                             STOCK           NUMBER OF
                                                                             CERTIFICATE     SHARES            PERCENTAGE
ISSUER                           RECORD OWNER                                NUMBER          PLEDGED           PLEDGED
-------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                         <C>              <C>              <C>
Huntsman Film Products UK,       Huntsman Container Corporation              7                65               65%
Limited (UK)                     International
-------------------------------------------------------------------------------------------------------------------------------
Huntsman Film Products Pty.      Huntsman Packaging Corporation              ACT 5            975,000          65%
Ltd. (Australia)
-------------------------------------------------------------------------------------------------------------------------------
Huntsman Packaging Corporation   Richard P. Durham                           9                14,500           N/A

-------------------------------------------------------------------------------------------------------------------------------
Huntsman Packaging Corporation   Jack E. Knott                               10               7,750            N/A

-------------------------------------------------------------------------------------------------------------------------------
Huntsman Packaging Corporation   Ronald G. Moffitt                           11               3,750            N/A

-------------------------------------------------------------------------------------------------------------------------------
Huntsman Packaging Corporation   Scott K. Sorensen                           12               6,750            N/A

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Pledged Promissory Notes

1.     Intercompany Promissory Note issued by VA Acquisition Corp. (now known as
       Huntsman Edison Films Corporation) in favor of the Company, dated May 19,
       1998.

2.     Revolving Loan Note issued by ASPEN Industrial S.A. de C.V. in favor of
       the Company in the aggregate principal amount of $5,000,000, dated as of
       May 20, 1998.

3.     Amended and Restated Intercompany Promissory Note issued by Huntsman Film
       Products of Canada Ltd. in favor of Huntsman Packaging Corporation in the
       aggregate principal amount of $3,904,533.07.

4.     Intercompany Promissory Notes issued by the Borrower to each of the other
       Grantors and issued by each of the Grantors to the Borrower and each
       other Grantor.

5.     Promissory Note dated as of October 1, 1997, issued by Richard P. Durham
       to the Borrower in the original principal amount of $700,000.

6.     Amended and Restated Promissory Note issued by Richard P. Durham to the
       Borrower in the original principal amount of $1,573,400.

7.     Amended and Restated Promissory Note issued by Scott K. Sorensen to the
       Borrower in the original principal amount of $786,700.

                                       3
<PAGE>   28

8.     Amended and Restated Promissory Note issued by Ronald G. Moffitt to the
       Borrower in the original principal amount of $262,200.

9.     Promissory Note dated as of October 1, 1998, issued by Ronald G. Moffitt
       to the Borrower in the original principal amount of $60,000.

10.    Secured Promissory Note issued by Richard P. Durham to the Borrower in
       the original principal amount of $7,005,389.

11.    Secured Promissory Note issued by Jack E. Knott to the Borrower in the
       original principal amount of $3,744,260.

12.    Secured Promissory Note issued by Scott K. Sorensen to the Borrower in
       the original principal amount of $3,261,129.

13.    Secured Promissory Note issued by Ronald G. Moffitt to the Borrower in
       the original principal amount of $1,811,739.

                                       4




<PAGE>   29
                                                              Schedule II to the
                                                                Pledge Agreement

                                  CAPITAL STOCK

<TABLE>
<CAPTION>
                      Number of                        Number of
Issuer                Certificate                      Certificate
------                -----------                      -----------
<S>                   <C>                              <C>

Registered
  Owner       -
-------
Number and Class of
  Shares
--------
-
-

Percentage
of Shares
---------
</TABLE>

                                 DEBT SECURITIES

<TABLE>
<CAPTION>
                                          Date of                Maturity
                    Principal             -------                --------
Issuer              Amount                Note                   Date
------              ------                ----                   ----
<S>                 <C>                   <C>                    <C>
</TABLE>

<PAGE>   30

                                                                  Annex 1 to the
                                                                Pledge Agreement

                           SUPPLEMENT NO.          dated as of         , to the
                  PLEDGE AGREEMENT dated as of September 30, 1997, as amended
                  and restated as of May 31, 2000, among HUNTSMAN PACKAGING
                  CORPORATION, a Utah corporation (the "Borrower"), and each
                  subsidiary of the Borrower listed on Schedule I hereto (each
                  such subsidiary individually a "Subsidiary Pledgor" and
                  collectively, the "Subsidiary Pledgors"; the Borrower and the
                  Subsidiary Pledgors are referred to collectively herein as the
                  "Pledgors") and BANKERS TRUST COMPANY, a New York banking
                  corporation ("Bankers Trust"), as collateral agent (in such
                  capacity, the "Collateral Agent") for the Secured Parties (as
                  defined in the Credit Agreement referred to below)

         A. Reference is made to (a) the Credit Agreement dated as of September
30, 1997, as amended and restated as of May 31, 2000 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the lenders from time to time party thereto (the "Lenders"), Aspen
Industrial, S.A. de C.V., a Mexico corporation, and Bankers Trust, as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders and (b) the Guarantee Agreement dated as of September 30, 1997, as
amended and restated as of May 31, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Guarantee Agreement"), among the Borrower, the
Subsidiary Pledgors and the Collateral Agent.

         B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.

         C. The Pledgors have entered into the Pledge Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary Loan
Party that was not in existence or not a Subsidiary Loan Party on the date of
the Credit Agreement is required to enter into the Pledge Agreement as a
Subsidiary Pledgor


<PAGE>   31

upon becoming a Subsidiary Loan Party. Section 24 of the Pledge Agreement
provides that such Subsidiaries may become Subsidiary Pledgors under the Pledge
Agreement by execution and delivery of an instrument in the form of this
Supplement. The undersigned Subsidiary (the "New Pledgor") is executing this
Supplement in accordance with the requirements of the Credit Agreement to become
a Subsidiary Pledgor under the Pledge Agreement in order to induce the Lenders
to make additional Loans and the Issuing Bank to issue additional Letters of
Credit and as consideration for Loans previously made and Letters of Credit
previously issued.

         Accordingly, the Collateral Agent and the New Pledgor agree as follows:

         SECTION 1. In accordance with Section 24 of the Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement
with the same force and effect as if originally named therein as a Pledgor and
the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Pledgor, as security for the payment and performance in
full of the Obligations (as defined in the Pledge Agreement), does hereby create
and grant to the Collateral Agent, its successors and assigns, for the benefit
of the Secured Parties, their successors and assigns, a security interest in and
lien on all of the New Pledgor's right, title and interest in and to the
Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each
reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall
be deemed to include the New Pledgor. The Pledge Agreement is hereby
incorporated herein by reference.

         SECTION 2. The New Pledgor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.


<PAGE>   32

         SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

         SECTION 4. The New Pledgor hereby represents and warrants that set
forth on Schedule I attached hereto is a true and correct schedule of all its
Pledged Securities.

         SECTION 5. Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.

         SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it at the address set
forth under its signature hereto.


<PAGE>   33

         SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.

         IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.

[Name of New Pledgor],

  by
      ------------------------
        Name:
        Title:
        Address:



                                    BANKERS TRUST COMPANY, as Collateral Agent,

                                        by
                                          ------------------------
                                            Name:
                                            Title:
                                            Address:


<PAGE>   34


                                                                   Schedule I to
                                                                  Supplement No.
                                                         to the Pledge Agreement

                      Pledged Securities of the New Pledgor

                                  CAPITAL STOCK

<TABLE>
<CAPTION>
                      Number of                        Number of
Issuer                Certificate                      Certificate
------                -----------                      -----------
<S>                   <C>                              <C>




Registered  Owner -
Number and Class of Shares
                    ------
-
-
Percentage
of Shares
---------
</TABLE>


                                 DEBT SECURITIES

<TABLE>
<CAPTION>
                             Principal                    Date of                     Maturity
Issuer                       Amount                       Note                        Date
------                       ------                       ---                         ----
<S>                          <C>                          <C>                         <C>


</TABLE>