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1                                                               EXHIBIT 4.1

                                                                EXECUTION COPY
                         HUNTSMAN PACKAGING CORPORATION

                     13% Senior Subordinated Notes due 2010

                                    INDENTURE

                            Dated as of May 31, 2000

                              THE BANK OF NEW YORK,

                                   as Trustee



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                                TABLE OF CONTENTS
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              ARTICLE 1 Definitions and Incorporation by Reference

     SECTION 1.01                   Definitions  1
     SECTION 1.02                   Other Definitions  22
     SECTION 1.03                   Incorporation by Reference
                                    of Trust Indenture Act  23
     SECTION 1.04                   Rules of Construction  23


                            ARTICLE 2 The Securities

     SECTION 2.01                   Form and Dating  24
     SECTION 2.02                   Execution and Authentication  24
     SECTION 2.03                   Registrar and Paying Agent  24
     SECTION 2.04                   Paying Agent to Hold Money in Trust  25
     SECTION 2.05                   Holder Lists  25
     SECTION 2.06                   Transfer and Exchange  26
     SECTION 2.07                   Replacement Securities  26
     SECTION 2.08                   Outstanding Securities  27
     SECTION 2.09                   Temporary Securities  27
     SECTION 2.10                   Cancelation  27
     SECTION 2.11                   Defaulted Interest  28
     SECTION 2.12                   CUSIP and ISIN Numbers  28


                              ARTICLE 3 Redemption

     SECTION 3.01                   Notices to Trustee  28
     SECTION 3.02                   Selection of Securities To Be Redeemed  28
     SECTION 3.03                   Notice of Redemption  29
     SECTION 3.04                   Effect of Notice of Redemption  29
     SECTION 3.05                   Deposit of Redemption Price  30
     SECTION 3.06                   Securities Redeemed in Part  30


                              ARTICLE 4 Covenants

     SECTION 4.01                   Payment of Securities  30
     SECTION 4.02                   SEC Reports  30
     SECTION 4.03                   Limitation on Indebtedness  31
     SECTION 4.04                   Limitation on Restricted Payments  34
     SECTION 4.05                   Limitation on Restrictions on Distributions
                                    from Restricted Subsidiaries  38
     SECTION 4.06                   Limitation on Sales of Assets and Subsidiary Stock  39
     SECTION 4.07                   Limitation on Transactions with Affiliates  42
     SECTION 4.08                   Change of Control  43
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     SECTION 4.09                   Compliance Certificate  45
     SECTION 4.10                   Further Instruments and Acts  45
     SECTION 4.11                   Future Note Guarantors  45
     SECTION 4.12                   Limitation on Lines of Business  45

                          ARTICLE 5 Successor Company

     SECTION 5.01  46

                          ARTICLE 6 Defaults and Remedies

     SECTION 6.01                   Events of Default 47
     SECTION 6.02                   Acceleration  49
     SECTION 6.03                   Other Remedies  49
     SECTION 6.04                   Waiver of Past Defaults  49
     SECTION 6.05                   Control by Majority  50
     SECTION 6.06                   Limitation on Suits  50
     SECTION 6.07                   Rights of Holders to Receive Payment 50
     SECTION 6.08                   Collection Suit by Trustee  50
     SECTION 6.09                   Trustee May File Proofs of Claim  51
     SECTION 6.10                   Priorities  51
     SECTION 6.11                   Undertaking for Costs  51
     SECTION 6.12                   Waiver of Stay or Extension Laws 51


                          ARTICLE 7 Trustee

     SECTION 7.01                   Duties of Trustee  52
     SECTION 7.02                   Rights of Trustee  53
     SECTION 7.03                   Individual Rights of Trustee  54
     SECTION 7.04                   Trustee's Disclaimer  54
     SECTION 7.05                   Notice of Defaults  54
     SECTION 7.06                   Reports by Trustee to Holders  54
     SECTION 7.07                   Compensation and Indemnity  54
     SECTION 7.08                   Replacement of Trustee  55
     SECTION 7.09                   Successor Trustee by Merger 56
     SECTION 7.10                   Eligibility; Disqualification 56
     SECTION 7.11                   Preferential Collection of Claims Against Company  57

                          ARTICLE 8 Discharge of Indenture; Defeasance

     SECTION 8.01                   Discharge of Liability on Securities; Defeasance  57
     SECTION 8.02                   Conditions to Defeasance  58
     SECTION 8.03                   Application of Trust Money  59
     SECTION 8.04                   Repayment to Company 59
     SECTION 8.05                   Indemnity for Government Obligations  59
     SECTION 8.06                   Reinstatement  60

                          ARTICLE 9 Amendments
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     SECTION 9.01                   Without Consent of Holders  60
     SECTION 9.02                   With Consent of Holders  61
     SECTION 9.03                   Compliance with Trust Indenture Act  62
     SECTION 9.04                   Revocation and Effect of Consents and Waivers  62
     SECTION 9.05                   Notation on or Exchange of Securities  62
     SECTION 9.06                   Trustee to Sign Amendments 63

                            ARTICLE 10 Subordination

     SECTION 10.01                  Agreement To Subordinate  63
     SECTION 10.02                  Liquidation, Dissolution, Bankruptcy  63
     SECTION 10.03                  Default on Designated Senior Indebtedness  63
     SECTION 10.04                  Acceleration of Payment of Securities  64
     SECTION 10.05                  When Distribution Must Be Paid Over   65
     SECTION 10.06                  Subrogation 65
     SECTION 10.07                  Relative Rights  65
     SECTION 10.08                  Subordination May Not Be Impaired by Company  65
     SECTION 10.09                  Rights of Trustee and Paying Agent  65
     SECTION 10.10                  Distribution or Notice to Representative  66

     SECTION 10.11                  Article 10 Not To Prevent Events of Default or Limit Right
                                    To Accelerate  66
     SECTION 10.12                  Trust Monies Not Subordinated  66
     SECTION 10.13                  Trustee Entitled To Rely  66
     SECTION 10.14                  Trustee To Effectuate Subordination  67
     SECTION 10.15                  Trustee Not Fiduciary for Holders of Senior Indebtedness  67
     SECTION 10.16                  Reliance by Holders of Senior Indebtedness on
                                    Subordination Provisions  67

                           ARTICLE 11 Note Guarantees

     SECTION 11.01                  Note Guarantees  67
     SECTION 11.02                  Limitation on Liability  69
     SECTION 11.03                  Successors and Assigns  70
     SECTION 11.04                  No Waiver  70
     SECTION 11.05                  Modification  70
     SECTION 11.06                  Execution of Supplemental Indenture for
                                    Future Note Guarantors  71
     SECTION 11.07.                 Non-Impairment  71

                           ARTICLE 12 Subordination of the Note Guarantees

     SECTION 12.01                  Agreement To Subordinate  71
     SECTION 12.02                  Liquidation, Dissolution, Bankruptcy  71
     SECTION 12.03                  Default on Designated Senior Indebtedness of a
                                    Note Guarantor  72
     SECTION 12.04                  Demand for Payment  73
     SECTION 12.05                  When Distribution Must Be Paid Over  73
     SECTION 12.06                  Subrogation  73
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     SECTION 12.07                  Relative Rights  73
     SECTION 12.08                  Subordination May Not Be Impaired by a Note  Guarantor  73
     SECTION 12.09                  Rights of Trustee and Paying Agent 74
     SECTION 12.10                  Distribution or Notice to Representative  74
     SECTION 12.11                  Article 12 Not To Prevent Events of Default or
                                    Limit Right To Accelerate  74
     SECTION 12.12                  Trustee Entitled To Rely  74
     SECTION 12.13                  Trustee To Effectuate Subordination  75
     SECTION 12.14                  Trustee Not Fiduciary for Holders of Senior
                                    Indebtedness of a Note Guarantor  75
     SECTION 12.15                  Reliance by Holders of Senior Indebtedness of a Note
                                    Guarantor on Subordination Provisions  75
     SECTION 12.16                  Defeasance  75


                            ARTICLE 13 Miscellaneous

     SECTION 13.01                  Trust Indenture Act Controls  75
     SECTION 13.02                  Notices  76
     SECTION 13.03                  Communication by Holders with Other Holders  76

     SECTION 13.04                  Certificate and Opinion as to Conditions Precedent  76

     SECTION 13.05                  Statements Required in Certificate or Opinion  77

     SECTION 13.06                  When Securities Disregarded  77
     SECTION 13.07                  Rules by Trustee, Paying Agent and Registrar  77

     SECTION 13.08                  Legal Holidays  77
     SECTION 13.09                  GOVERNING LAW  77
     SECTION 13.10                  No Recourse Against Others  78
     SECTION 13.11                  Successors  78
     SECTION 13.12                  Multiple Originals  78
     SECTION 13.13                  Table of Contents; Headings  78
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Appendix A -  Provisions Relating to Initial Securities, Private Exchange Notes
              and Exchange Notes
Exhibit A  -  Form of Initial Security and Private Exchange Note
Exhibit B  -  Form of Exchange Note
Exhibit C  -  Form of Supplemental Indenture
Exhibit D  -  Form of Transferee Letter of Representation






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                            INDENTURE dated as of May 31, 2000, among HUNTSMAN
                     PACKAGING CORPORATION, a Utah corporation (the "Company"),
                     EDISON PLASTICS INTERNATIONAL, INC., a Delaware
                     corporation, HUNTSMAN BULK PACKAGING CORPORATION, a Utah
                     corporation, HUNTSMAN CONTAINER CORPORATION INTERNATIONAL,
                     a Utah corporation, HUNTSMAN EDISON FILMS CORPORATION, a
                     Delaware corporation, HUNTSMAN FILM PRODUCTS OF MEXICO,
                     INC., a Utah corporation, HUNTSMAN KCL CORPORATION, a Utah
                     corporation, HUNTSMAN PACKAGING GEORGIA, INC., a Georgia
                     corporation, and HUNTSMAN PACKAGING OF CANADA, LLC, a Utah
                     limited liability company (collectively, the "Note
                     Guarantors") and THE BANK OF NEW YORK, a New York banking
                     corporation, as trustee (the "Trustee").

              Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of (a) the Company's 13%
Senior Subordinated Notes due 2010 issued on the date hereof (the "Initial
Securities"), (b) if and when issued as provided in the Registration Agreement
(as defined in Appendix A hereto (the "Appendix")), the Company's 13% Senior
Subordinated Notes due 2010 issued in the Registered Exchange Offer (as defined
in the Appendix) in exchange for any Initial Securities (the "Exchange Notes")
and (c) if and when issued as provided in the Registration Agreement, the
Private Exchange Notes (as defined in the Appendix and, together with the
Initial Securities and any Exchange Notes issued hereunder, the "Securities")
issued in the Private Exchange. Except as otherwise provided herein, the
Securities will be limited to $220,000,000 in aggregate principal amount
outstanding.

                                   ARTICLE 1

                   Definitions and Incorporation by Reference

              SECTION 1.01. Definitions.

              "Additional Assets" means (a) any property or assets (other than
Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Permitted Business or any improvements to any property or assets
that are used by the Company or a Restricted Subsidiary in a Permitted Business;
(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result
of the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (c) Capital Stock constituting a minority interest in any Person
that at such time is a Restricted Subsidiary; provided, however, that any such
Restricted Subsidiary described in clauses (b) or (c) above is primarily engaged
in a Permitted Business.

              "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such


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Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of
Sections 4.06 and 4.07 only, "Affiliate" shall also mean any beneficial owner of
shares representing 10% or more of the total voting power of the Voting Stock
(on a fully diluted basis) of the Company or of rights or warrants to purchase
such Voting Stock (whether or not currently exercisable) and any Person who
would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

              "Asset Disposition" means any sale, lease (other than an operating
lease entered into in the ordinary course of business), transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (a) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary), (b) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary or (c)
any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary (other
than, in the case of (a), (b) and (c) above, (i) a disposition by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Wholly Owned Subsidiary, (ii) for purposes of Section 4.06 only, the making of a
Permitted Investment or a disposition that constitutes a Restricted Payment
permitted by Section 4.04, (iii) sales of accounts receivable and related assets
(including contract rights) of the type specified in the definition of
"Qualified Securitization Transaction" to a Securitization Entity for the fair
market value thereof, (iv) a disposition of obsolete or worn out property or
equipment or property or equipment that is no longer used or useful in the
conduct of business of the Company and its Restricted Subsidiaries, (v) any
other disposition of assets with a fair market value, as conclusively determined
by senior management of the Company in good faith, of less than $1.0 million,
(vi) sales or grants of licenses to use the Company's or any Restricted
Subsidiary's patents, trade secrets, know-how and technology to the extent that
such license does not prohibit the licensor from using the patent, trade secret,
know-how or technology or require the licensor to pay any fees for such use,
(vii) the disposition of all or substantially all of the assets of the Company
in compliance with Section 5.01 and (viii) the disposition of any Capital Stock
or other ownership interest in or assets or property of an Unrestricted
Subsidiary.

              "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

              "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (a) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or scheduled redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment by (b) the sum of
all such payments.


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              "Bank Indebtedness" means any and all amounts payable under or in
respect of the Credit Agreement and any Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof.

              "Board of Directors" means the Board of Directors of the Company
or any committee thereof duly authorized to act on behalf of the Board of
Directors of the Company.

              "Business Day" means each day which is not a Legal Holiday.

              "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

              "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be prepaid by the lessee
without payment of a penalty.

              "Change of Control" means the occurrence of any of the following
       events:

              (a) prior to the first public offering of common stock of the
       Company, the Permitted Holders cease to be the "beneficial owner" (as
       defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
       indirectly, of a majority in the aggregate of the total voting power of
       the Voting Stock of the Company, whether as a result of issuance of
       securities of the Company, any merger, consolidation, liquidation or
       dissolution of the Company, any direct or indirect transfer of securities
       by any Permitted Holder or otherwise (for purposes of this clause (a) and
       clause (b) below, the Permitted Holders shall be deemed to beneficially
       own any Voting Stock of an entity (the "specified entity") held by any
       other entity (the "parent entity") so long as the Permitted Holders
       beneficially own (as so defined), directly or indirectly, in the
       aggregate a majority of the voting power of the Voting Stock of the
       parent entity);

              (b) (i) any "person" (as such term is used in Sections 13(d) and
       14(d) of the Exchange Act, including any group acting for the purpose of
       acquiring, holding or disposing of securities within the meaning of Rule
       13d-5(b)(1) under the Exchange Act), other than one or more Permitted
       Holders, is or becomes the beneficial owner (as defined in clause (a)
       above, except that for purposes of this clause (b) a person (including a
       Permitted Holder) shall be deemed to have "beneficial ownership" of all
       shares that any such person has the right to acquire,


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       whether such right is exercisable immediately, only after the passage of
       time, upon the happening of any event or otherwise), directly or
       indirectly, of more than 50% of the total voting power of the Voting
       Stock of the Company and (ii) the Permitted Holders "beneficially own"
       (as defined in clause (a) above), directly or indirectly, in the
       aggregate a lesser percentage of the total voting power of the Voting
       Stock of the Company than such other person and do not have the right or
       ability by voting power, contract or otherwise to elect or designate for
       election a majority of the Board of Directors of the Company (for the
       purposes of this clause (b), such other person shall be deemed to
       beneficially own any Voting Stock of a specified entity held by a parent
       entity, if such other person is the beneficial owner (as defined in this
       clause (b)), directly or indirectly, of more than 50% of the voting power
       of the Voting Stock of such parent entity and the Permitted Holders
       "beneficially own" (as defined in clause (a) above), directly or
       indirectly, in the aggregate a lesser percentage of the voting power of
       the Voting Stock of such parent entity and do not have the right or
       ability by voting power, contract or otherwise to elect or designate for
       election a majority of the Board of Directors of such parent entity);

              (c) during any period of two consecutive years, individuals who at
       the beginning of such period constituted the Board of Directors of the
       Company (together with any new directors (i) selected in accordance with
       the Stockholders Agreement so long as such agreement is in effect or
       otherwise nominated by the Permitted Holders or (ii) whose election by
       the Board of Directors of the Company or whose nomination for election by
       the stockholders of the Company was approved by a vote of at least a
       majority of the members of the Board of Directors of the Company, then
       still in office, who were either directors at the beginning of such
       period or whose election or nomination for election was previously so
       approved by the Board of Directors or in accordance with the Stockholders
       Agreement or otherwise by the Permitted Holders) cease for any reason to
       constitute a majority of the Board of Directors of the Company then in
       office;

              (d) the adoption of a plan relating to the liquidation or
       dissolution of the Company; or

              (e) the merger or consolidation of the Company with or into
       another Person or the merger of another Person with or into the Company,
       or the sale of all or substantially all the assets of the Company to
       another Person (other than a Person that is controlled by the Permitted
       Holders), and, in the case of any such merger or consolidation, the
       securities of the Company that are outstanding immediately prior to such
       transaction and which represent 100% of the aggregate voting power of the
       Voting Stock of the Company are changed into or exchanged for cash,
       securities or property, unless pursuant to such transaction such
       securities are changed into or exchanged for, in addition to any other
       consideration, securities of the surviving Person or transferee that
       represent immediately after such transaction, at least a majority of the
       aggregate voting power of the Voting Stock of the surviving Person or
       transferee.

              "Closing Date" means the date of this Indenture.

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              "Code" means the Internal Revenue Code of 1986, as amended.

              "Commodity Agreement" means any commodity futures contract,
commodity option or other similar agreement or arrangement entered into by the
Company or any of its Subsidiaries designed to protect the Company or any of its
Subsidiaries against fluctuations in the price of commodities actually at the
time used in the ordinary course of business of the Company or its Subsidiaries.

              "Company" means the party named as such in this Indenture 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 Coverage Ratio" as of any date of determination
means the ratio of (a) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters for which financial statements are
publicly available ending prior to the date of such determination to (b)
Consolidated Interest Expense for such four fiscal quarters; provided, however,
that (i) if the Company or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains outstanding on such
date of determination or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Incurrence of Indebtedness, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had
been Incurred on the first day of such period and the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the first
day of such period, (ii) if the Company or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid, repurchased,
defeased or otherwise discharged (in each case other than Indebtedness Incurred
under any revolving credit facility unless such Indebtedness has been
permanently repaid and has not been replaced) on the date of the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and
Consolidated Interest Expense for such period shall be calculated on a pro forma
basis as if such discharge had occurred on the first day of such period and as
if the Company or such Restricted Subsidiary has not earned the interest income
actually earned during such period in respect of cash or Temporary Cash
Investments used to repay, repurchase, defease or otherwise discharge such
Indebtedness, (iii) if since the beginning of such period the Company or any
Restricted Subsidiary shall have made any Asset Disposition in excess of $10.0
million which constitutes all or substantially all of an operating unit of a
business, the EBITDA for such period shall be reduced by an amount equal to the
EBITDA (if positive) directly attributable to the assets that are the subject of
such Asset Disposition for such period or increased by an amount equal to the
EBITDA (if negative) directly attributable thereto for such period and
Consolidated Interest Expense for such period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its continuing
Restricted Subsidiaries in connection with such Asset Disposition for such
period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted
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Subsidiaries are no longer liable for such Indebtedness after such sale), (iv)
if since the beginning of such period the Company or any Restricted Subsidiary
(by merger or otherwise) shall have made an Investment in any Restricted
Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with
and into the Company) or an acquisition of assets, including any acquisition of
assets occurring in connection with a transaction causing a calculation to be
made hereunder, which constitutes all or substantially all of an operating unit
of a business, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto (including the Incurrence of
any Indebtedness) as if such Investment or acquisition occurred on the first day
of such period and (v) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Asset Disposition or any Investment or acquisition of assets that
would have required an adjustment pursuant to clause (iii) or (iv) above if made
by the Company or a Restricted Subsidiary during such period, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Asset Disposition, Investment or acquisition
of assets occurred on the first day of such period. For purposes of this
definition, whenever pro forma effect is to be given to an Investment or
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.
Any such pro forma calculations may include operating expense reductions for
such period resulting from the acquisition which is being given pro forma effect
that (a) would be permitted pursuant to Article 11 of Regulation S-X under the
Securities Act or (b) have been realized or for which the steps necessary for
realization have been taken or are reasonably expected to be taken within six
months following any such acquisition, including, but not limited to, the
execution or termination of any contracts, the termination of any personnel or
the closing (or approval by the Board of Directors of any closing) of any
facility, as applicable, provided that, such adjustments are set forth in an
Officers' Certificate signed by the Company's chief financial officer and
another Officer which states (i) the amount of such adjustment or adjustments,
(ii) that such adjustment or adjustments are based on the reasonable good faith
beliefs of the officers executing such Officers' Certificate at the time of such
execution and (iii) that any related Incurrence of Indebtedness is permitted
pursuant to this Indenture. In addition, to the extent not covered by the
foregoing, if the Transactions have occurred in the four quarter period used to
determine the Consolidated Coverage Ratio, then the Consolidated Coverage Ratio
shall be determined giving pro forma effect on the basis given in the Offering
Memorandum, with all calculations relating thereto to be made at the date of
determination by the Company's chief financial officer, and set forth in an
Officers' Certificate signed by the chief financial officer and another Officer
and meeting the requirements for the Officers' Certificate described in the
preceding sentence. If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement or Currency Agreement applicable to such Indebtedness if such Interest
Rate Agreement or Currency Agreement has a remaining term as at the date of
determination in excess of 12 months).

              "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its Consolidated Restricted Subsidiaries
plus, to the extent


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Incurred by the Company and its Restricted Subsidiaries in such period but not
included in such interest expense, (a) interest expense attributable to
Capitalized Lease Obligations and the interest expense attributable to operating
leases constituting part of a Sale/Leaseback Transaction, (b) amortization of
debt discount and debt issuance costs, (c) capitalized interest, (d) non-cash
interest expense, (e) commissions, discounts and other fees and charges
attributable to letters of credit and bankers' acceptance financing, (f)
interest accruing on any Indebtedness of any other Person to the extent such
Indebtedness is Guaranteed by the Company or any Restricted Subsidiary, (g) net
costs associated with Hedging Obligations (including amortization of fees),
provided, however, that if Hedging Obligations result in net benefits rather
than costs, such benefits shall be credited in determining Consolidated Interest
Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in
Consolidated Net Income, (h) dividends and distributions declared in respect of
all Disqualified Stock of the Company and dividends and distributions declared
and paid in respect of all Preferred Stock of any of the Subsidiaries of the
Company that is not a Note Guarantor, to the extent held by Persons other than
the Company or a Wholly Owned Subsidiary, (i) interest Incurred in connection
with investments in discontinued operations and (j) the cash contributions to
any employee stock ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company) in connection with Indebtedness Incurred by such
plan or trust. Notwithstanding anything to the contrary contained herein,
commissions, discounts, yield and other fees and charges Incurred in connection
with any transaction pursuant to which the Company or any Subsidiary of the
Company may sell, convey or otherwise transfer or grant a security interest in
any accounts receivable or related assets shall be included in Consolidated
Interest Expense.

              "Consolidated Net Income" means, for any period, the net income
(loss) of the Company and its Consolidated Subsidiaries for such period;
provided, however, that there shall not be included in such Consolidated Net
Income:

              (a) any net income (loss) of any Person (other than the Company)
       if such Person is not a Restricted Subsidiary, except that (i) subject to
       the limitations contained in clauses (d), (e) and (f) below, the
       Company's equity in the net income of any such Person for such period
       shall be included in such Consolidated Net Income up to the aggregate
       amount of cash actually distributed by such Person during such period to
       the Company or a Restricted Subsidiary as a dividend or other
       distribution (subject, in the case of a dividend or other distribution
       made to a Restricted Subsidiary, to the limitations contained in clause
       (c) below) and (ii) the Company's equity in a net loss of any such Person
       for such period shall be included in determining such Consolidated Net
       Income to the extent such loss has been funded with cash from the Company
       or a Restricted Subsidiary;

              (b) other than for purposes of clauses (iv) and (v) of the
       definition of Consolidated Coverage Ratio any net income (or loss) of any
       Person acquired by the Company or a Subsidiary in a pooling of interests
       transaction for any period prior to the date of such acquisition;

              (c) any net income (or loss) of any Restricted Subsidiary if such
       Restricted Subsidiary is subject to restrictions, directly or indirectly,
       on the


<PAGE>   13

13

       payment of dividends or the making of distributions or loans or
       intercompany advances by such Restricted Subsidiary, directly or
       indirectly, to the Company, except that (i) subject to the limitations
       contained in clauses (d), (e) and (f) below, the Company's equity in the
       net income of any such Restricted Subsidiary for such period shall be
       included in such Consolidated Net Income up to the aggregate amount of
       cash actually distributed, loaned or advanced by such Restricted
       Subsidiary during such period to the Company or another Restricted
       Subsidiary as a dividend, distribution, loan or advance (subject, in the
       case of a dividend, distribution, loan or advance made to another
       Restricted Subsidiary, to the limitation contained in this clause) and
       (ii) the Company's equity in a net loss of any such Restricted Subsidiary
       for such period shall be included in determining such Consolidated Net
       Income;

              (d) any gain (loss) realized upon the sale or other disposition of
       any asset of the Company or its Consolidated Subsidiaries (including
       pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise
       disposed of in the ordinary course of business and any gain (loss)
       realized upon the sale or other disposition of any Capital Stock of any
       Person;

              (e) any extraordinary gain or loss; and

              (f) the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purposes of Section 4.04 only, there
shall be excluded from Consolidated Net Income any dividends, repayments of
loans or advances or other transfers of assets from Unrestricted Subsidiaries to
the Company or a Restricted Subsidiary to the extent such dividends, repayments
or transfers increase the amount of Restricted Payments permitted under such
Section pursuant to clause (a)(iv)(3)(F) thereof.

              "Consolidation" means the consolidation of the amounts of each of
the Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that "Consolidation" shall not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary shall
be accounted for as an investment. The term "Consolidated" has a correlative
meaning.

              "Corporate Trust Office" means the principal office of the Trustee
at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Issuer, or the principal corporate trust office of any successor Trustee
(or such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

              "Credit Agreement" means the credit agreement dated as of the
Closing Date among the Company, the lenders named therein, Bankers Trust
Company, as administrative agent and collateral agent, The Bank of Nova Scotia,
as documentation agent, and The Chase Manhattan Bank, as syndication agent,
together with related documents thereto including any guarantee agreements and
security documents, as


<PAGE>   14


14


amended, modified, supplemented, restated, renewed, refunded, replaced,
restructured, repaid or refinanced from time to time (including any agreement
extending the maturity thereof or increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) whether with the original agents and lenders
or otherwise and whether provided under the original credit agreement or other
credit agreements or otherwise.

              "Currency Agreement" means with respect to any Person any foreign
exchange contract, currency swap agreements or other similar agreement or
arrangement to which such Person is a party or of which it is a beneficiary.

              "Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

              "Designated Senior Indebtedness" of the Company means (a) the Bank
Indebtedness and (b) any other Senior Indebtedness of the Company that, at the
date 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 $15.0 million and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture. "Designated
Senior Indebtedness" of a Note Guarantor has a correlative meaning.

              "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable or exercisable) or
upon the happening of any event (a) matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise, (b) is convertible or
exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock
convertible or exchangeable solely at the option of the Company or a Restricted
Subsidiary, provided, that any such conversion or exchange shall be deemed an
issuance of Indebtedness or an issuance of Disqualified Stock, as applicable) or
(c) is redeemable at the option of the holder thereof, in whole or in part, in
the case of clauses (a), (b) and (c), on or prior to 91 days after the Stated
Maturity of the Securities; provided, however, that only the portion of Capital
Stock that so matures or is mandatorily redeemable, is so convertible or
exchangeable or is so redeemable at the option of the holder thereof prior to
such date will be deemed Disqualified Stock; provided further, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
shall not constitute Disqualified Stock if the "asset sale" or "change of
control" provisions applicable to such Capital Stock provide that such Person
may not repurchase or redeem such Capital Stock pursuant to such provisions
unless such Person has first complied with the provisions of Sections 4.06 and
4.08, as applicable; and provided further that any class of Capital Stock of
such Person that, by its terms, authorizes such Person to satisfy in full its
obligations with respect to payment of dividends or upon maturity, redemption
(pursuant to a sinking fund or otherwise) or repurchase thereof or other payment
obligations or otherwise by delivery of Capital Stock that is not Disqualified
Stock, and that is not convertible, puttable or exchangeable for Disqualified
Stock or Indebtedness, shall not be deemed Disqualified Stock so long as such
Person satisfies its obligations with respect thereto solely by the delivery of
Capital Stock that is not Disqualified Stock.
<PAGE>   15

15

              "Domestic Overdraft Facility" means an overdraft line of credit in
a maximum principal amount of $10.0 million at any time outstanding.

              "Domestic Subsidiary" means any Restricted Subsidiary of the
Company other than a Foreign Subsidiary.

              "EBITDA" for any period means the Consolidated Net Income for such
period, excluding the following to the extent included in calculating such
Consolidated Net Income: (a) income tax expense of the Company and its
Consolidated Restricted Subsidiaries, (b) Consolidated Interest Expense, (c)
depreciation expense of the Company and its Consolidated Restricted
Subsidiaries, (d) amortization expense of the Company and its Consolidated
Restricted Subsidiaries (but excluding amortization expense attributable to a
prepaid cash item that was paid in a prior period), (e) other noncash charges of
the Company and its Consolidated Restricted Subsidiaries (excluding any such
noncash charge to the extent that it represents an accrual of or reserve for
cash expenditures in any future period), (f) income or loss from discontinued
operations, (g) plant closing costs (as defined by GAAP) and (h) noncash
stock-based compensation expense. Notwithstanding the foregoing, the provision
for taxes based on the income or profits of, and the depreciation and
amortization and noncash charges of, a Restricted Subsidiary of the Company
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion) that the net income (loss) of such Restricted
Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be
dividended, loaned or advanced to the Company by such Restricted Subsidiary
without prior approval of Persons other than the Board of Directors or holders
of the Company's Capital Stock (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

              "Equity Offering" means any public or private sale of the common
stock of the Company, other than any public offering with respect to the
Company's common stock registered on Form S-8 or other issuances upon exercise
of options by employees of the Company or any of its Restricted Subsidiaries.

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

              "Exchange Note Guarantees" means the guarantees made by the Note
Guarantors pursuant to the Registration Agreement.

              "Exchange Notes" means the senior subordinated debt securities to
be issued by the Company pursuant to the Registration Agreement.

              "Excluded Contribution" means net cash proceeds received by the
Company from (a) contributions to its common equity capital and (b) the sale
(other than to a Subsidiary of the Company or to any Company or Subsidiary
management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Capital Stock (other than Disqualified Stock) of
the Company, in each case designated as Excluded Contributions pursuant to an
Officers' Certificate executed on the
<PAGE>   16

16

date such capital contributions are made or the date such Capital Stock is sold,
as the case may be, which are excluded from the calculation set forth in Section
4.04(a)(iv)(3).

              "Existing Management Stockholders" means each of Richard P.
Durham, Jack E. Knott, Scott K. Sorensen and Ronald G. Moffitt.

              "Foreign Subsidiary" means any Restricted Subsidiary of the
Company organized, and conducting its principal operations, outside the United
States of America.

              "Foreign Subsidiary Asset Disposition" means any direct or
indirect sale, issuance, conveyance, transfer, lease, assignment or other
transfer for value by the Company or any of its Restricted Subsidiaries
(including any Sale/Leaseback Transaction) to any Person other than the Company
or a Restricted Subsidiary of the Company of the Capital Stock of any Foreign
Subsidiary or any of the property or assets of any Foreign Subsidiary.

              "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Closing Date, including those
set forth in (a) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (b) statements
and pronouncements of the Financial Accounting Standards Board, (c) such other
statements by such other entities as are approved by a significant segment of
the accounting profession and (d) the rules and regulations of the SEC governing
the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP, unless expressly provided otherwise.

              "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (b) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

              "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Commodity Agreement, Interest Rate Agreement or Currency
Agreement.

              "Holder" means the Person in whose name a Security is registered
on the Registrar's books.
<PAGE>   17

17

              "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used
as a noun shall have a correlative meaning.

              "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

              (a) the principal of and premium (if any) in respect of
       indebtedness of such Person for borrowed money;

              (b) the principal of and premium (if any) in respect of
       obligations of such Person evidenced by bonds, debentures, notes or other
       similar instruments;

              (c) all obligations of such Person in respect of letters of credit
       or other similar instruments (including reimbursement obligations with
       respect thereto);

              (d) all obligations of such Person to pay the deferred and unpaid
       purchase price of property or services (except Trade Payables and other
       accrued liabilities arising in the ordinary course of business), which
       purchase price is due more than six months after the date of placing such
       property in service or taking delivery and title thereto or the
       completion of such services;

              (e) all Capitalized Lease Obligations and all Attributable Debt of
       such Person;

              (f) all obligations of such Person with respect to the redemption,
       repayment or other repurchase of any Disqualified Stock or, with respect
       to any Subsidiary of such Person that is not a Note Guarantor, any
       Preferred Stock (but excluding, in each case, any accrued dividends);

              (g) all Indebtedness of other Persons secured by a Lien on any
       asset of such Person, whether or not such Indebtedness is assumed by such
       Person; provided, however, that the amount of Indebtedness of such Person
       shall be the lesser of (i) the fair market value of such asset at such
       date of determination and (ii) the amount of such Indebtedness of such
       other Persons;

              (h) to the extent not otherwise included in this definition, the
       net obligations under Hedging Obligations of such Person;

              (i) to the extent not otherwise included, the amount then
       outstanding (i.e., advanced, and received by, and available for use by,
       such Person) under any receivables financing (as set forth in the books
       and records of such Person and confirmed by the agent, trustee or other
       representative of the institution or group providing such receivables
       financing); and

              (j) all obligations of the type referred to in clauses (a) through
       (i) of other Persons and all dividends of other Persons for the payment
       of which, in either


<PAGE>   18

18

       case, such Person is responsible or liable, directly or indirectly, as
       obligor, guarantor or otherwise, including by means of any Guarantee.

Notwithstanding the foregoing, "Indebtedness" shall not include unsecured
indebtedness of the Company and its Restricted Subsidiaries Incurred to finance
insurance premiums in a principal amount not in excess of the insurance premiums
to be paid by the Company and its Restricted Subsidiaries for a three-year
period beginning on the date of Incurrence of any such Indebtedness. The amount
of Indebtedness of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date.

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

              "Intangible Assets" means goodwill, patents, trademarks and other
intangibles as determined in accordance with GAAP.

              "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

              "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other
extension of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property
(excluding Capital Stock of the Company) to others or any payment for property
or services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of the definition of "Unrestricted Subsidiary" and Section 4.04,
(a) "Investment" shall include the portion (proportionate to the Company's
equity interest in such Subsidiary) of the fair market value of the net assets
of any Subsidiary of the Company at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if
positive) equal to (i) the Company's "Investment" in such Subsidiary at the time
of such redesignation less (ii) the portion (proportionate to the Company's
equity interest in such Subsidiary) of the fair market value of the net assets
of such Subsidiary at the time of such redesignation; (b) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer, in each case as determined in good
faith by (x) the senior management of the Company if the amount thereof is less
than $2.0 million and (y) the Board of Directors if in excess thereof; and (c)
the amount of any Investment shall be the original cost as of the date of
determination of such Investment plus the cost of all additional Investments by
the Company or any of its Restricted Subsidiaries, without any adjustments for
increases or decreases in value or write-ups, write-downs or write-offs with
respect to such Investments.


<PAGE>   19

19

              "Issue Date" means the date on which the Initial Securities are
originally issued.

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

              "liquidated damages" means any liquidated damages payable under
the Registration Agreement.

              "Material Subsidiary" means, at any date of determination, any
Subsidiary of the Company that, together with its Subsidiaries, (a) for the most
recent fiscal year of the Company accounted for more than 10.0% of the
consolidated revenues of the Company or (b) as of the end of such fiscal year,
was the owner of 10.0% of the consolidated assets of the Company, all as set
forth on the most recently available consolidated financial statement of the
Company and its consolidated Subsidiaries for such fiscal year prepared in
conformity with GAAP.

              "Net Available Cash" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and proceeds
from the sale or other disposition of any securities received as consideration,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other non-cash form) therefrom, in each
case net of (a) all legal, accounting, investment banking, title and recording
tax expenses, commissions and other fees and expenses incurred, and all Federal,
state, provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (b) all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law be repaid out of the proceeds from such Asset Disposition, (c)
all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Disposition,
(d) the decrease in proceeds from Qualified Securitization Transactions which
results from such Asset Disposition and (e) appropriate amounts to be provided
by the seller as a reserve, in accordance with GAAP, against any liabilities
associated with the property or other assets disposed of in such Asset
Disposition and retained by the Company or any Restricted Subsidiary after such
Asset Disposition.

              "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees and expenses
actually incurred in connection with such issuance or sale and net of taxes paid
or payable as a result thereof.

              "Note Guarantee" means each Guarantee of the obligations with
respect to the Securities issued by a Person pursuant to the terms of this
Indenture.

              "Note Guarantor" means any Person that has issued a Note
Guarantee.
<PAGE>   20

20

              "Offering Memorandum" means the Offering Memorandum dated May 25,
2000 relating to the Securities.

              "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary of the Company.

              "Officers' Certificate" means a certificate signed by two
Officers.

              "Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company.

              "Permitted Business" means the design, manufacture and/or
marketing of films and flexible packaging products for food, personal care,
medical, retail, agricultural, industrial and other applications or any
businesses that are reasonably related, ancillary or complementary thereto.

              "Permitted Holders" means each of (i) Chase Capital Partners and
its Affiliates, (ii) Chase Domestic Investments, L.L.C. and its Affiliates,
(iii) the Christena Karen H. Durham Trust, (iv) the Existing Management
Stockholders and their Related Parties and (v) any Person acting in the capacity
of an underwriter in connection with a public or private offering of the
Company's Capital Stock.

              "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in: (a) the Company, a Restricted Subsidiary or a Person
that will, upon the making of such Investment, become a Restricted Subsidiary;
provided, however, that after giving effect to such Investment the Company is
still in compliance with Section 4.12; (b) another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, the Company or a
Restricted Subsidiary; provided, however, that after giving effect to such
Investment the Company is still in compliance with Section 4.12; (c) Temporary
Cash Investments; (d) receivables owing to the Company or any Restricted
Subsidiary if 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 Company
or any such Restricted Subsidiary deems reasonable under the circumstances; (e)
payroll, travel and similar advances or loans to cover matters that are expected
at the time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business; (f) loans or
advances to officers, directors, consultants or employees made (A) in the
ordinary course of business and not exceeding $3.0 million in any year or (B) to
fund purchases of stock under the Company's 2000 Stock Incentive Plan and any
similar plans or employment arrangements; (g) Capital Stock, obligations or
other securities received in settlement of debts created in the ordinary course
of business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments or pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of a debtor; (h) any Person to the
extent such Investment represents the non-cash portion of the consideration
received for an Asset Disposition that was made pursuant to and in compliance
with Section 4.06; (i) any Investment by the Company or a
<PAGE>   21

21

Restricted Subsidiary in a Securitization Entity or any Investment by a
Securitization Entity in any other Person in connection with a Qualified
Securitization Transaction; provided that any Investment in a Securitization
Entity is in the form of a purchase money note or an equity interest; (j)
Hedging Obligations entered into in the ordinary course of business; (k)
endorsements of negotiable instruments and documents in the ordinary course of
business; (l) assets or securities of a Person acquired by the Company or a
Restricted Subsidiary to the extent the consideration for such acquisition
consists of Capital Stock (other than Disqualified Stock) of the Company; (m)
Investments in existence on the Closing Date; (n) Investments of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time such Person merges or consolidates with
the Company or any of its Restricted Subsidiaries, in either case in compliance
with this Indenture, provided that such Investments were not made by such Person
in connection with, or in anticipation or contemplation of, such Person becoming
a Restricted Subsidiary of the Company or such merger or consolidation; (o)
Investments in Unrestricted Subsidiaries or joint ventures not to exceed the sum
of $30.0 million plus (A) the aggregate net after-tax amount returned to the
Company or any Restricted Subsidiary in cash on or with respect to any
Investments made in Unrestricted Subsidiaries and joint ventures whether through
interest payments, principal payments, dividends or other distributions or
payments (including such dividends, distributions or payments made concurrently
with such Investment), (B) the net after-tax cash proceeds received by the
Company or any Restricted Subsidiary from the disposition of all or any portion
of such Investments (other than to the Company or a Subsidiary of the Company),
and (C) upon redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, the fair market value of such Subsidiary, provided that any amounts
included pursuant to the foregoing clauses (A), (B) and (C) are excluded from
the calculation set forth in clause (a)(iv)(3) under Section 4.04; and (p)
additional Investments in an aggregate amount not to exceed $15.0 million.

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

              "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over Capital Stock of any other class of such Person.

              "principal" of a Security means the principal of the Security plus
the premium, if any, payable on the Security which is due or overdue or is to
become due at the relevant time.

              "Public Market" means any time after (a) an Equity Offering has
been consummated and (b) at least 15% of the total issued and outstanding common
stock of the Company has been distributed by means of an effective registration
statement under the Securities Act.

              "Qualified Securitization Transaction" means any transaction or
series of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant

<PAGE>   22

22

to which the Company or any of its Subsidiaries may sell, convey or otherwise
transfer pursuant to customary terms to (a) a Securitization 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 Securitization Entity), or may grant a
security interest in any accounts receivable (whether now existing or arising or
acquired 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 contract rights and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets (including contract rights) which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

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

              "Recapitalization Agreement" means the Recapitalization Agreement
dated as of March 31, 2000, between the Company, the selling stockholders listed
therein and Chase Domestic Investments, L.L.C., as amended to and in effect at
the Closing Date.

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

              "Refinancing Indebtedness" means Indebtedness that is Incurred to
Refinance any Indebtedness of the Company or any Restricted Subsidiary existing
on the Closing Date or Incurred in compliance with the Indenture (including
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Refinancing Indebtedness); provided, however, that: (a) the Refinancing
Indebtedness (if Refinancing any Indebtedness existing on the Closing Date) has
a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being
Refinanced, (b) the Refinancing Indebtedness (if Refinancing any Indebtedness
existing on the Closing Date) has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being refinanced, (c) such Refinancing Indebtedness is Incurred
in an aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) (whether in U.S. dollars or a foreign currency) that is
equal to or less than the aggregate principal amount (or if issued with original
issue discount, the aggregate accreted value) (in U.S. dollars or such foreign
currency, as applicable) then outstanding (plus, without duplication, accrued
interest, premium and defeasance costs required to be paid under the terms of
the Indebtedness being Refinanced and the fees, expenses, discounts, commissions
and other issuance costs incurred in connection with the Refinancing
Indebtedness) of the Indebtedness being Refinanced and (d) if the Indebtedness
being Refinanced is subordinated in right of payment to the Securities or a Note
Guarantee of a Note Guarantor, such Refinancing Indebtedness is subordinated in
right of payment to the Securities or the Note Guarantee at least to the same
extent as the Indebtedness being Refinanced; provided further, however, that
Refinancing Indebtedness shall not include: (i) Indebtedness of a Restricted
Subsidiary that is not a Note Guarantor that Refinances Indebtedness of the
Company or (ii) Indebtedness of the Company or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.
<PAGE>   23

23

              "Related Parties" means with respect to a Person (a) that is a
natural person (1) any spouse, parent or lineal descendant (including adopted
children) of such Person or (2) the estate of such Person during any period in
which such estate holds Capital Stock of the Company for the benefit of any
person referred to in clause (a)(1) and (b) any trust, corporation, partnership,
limited liability company or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially owning an interest of more than 50% of
which consist of such Person and/or such other Persons referred to in the
immediately preceding clause (a).

              "Representative" means the trustee, agent or representative (if
any) for an issue of Senior Indebtedness.

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

              "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

              "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than (a) leases between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries or (b) any arrangement whereby
the transfer involves fixed or capital assets and is consummated within 120 days
after the date the Company or a Restricted Subsidiary acquires or finishes
construction of such fixed or capital assets.

              "SEC" means the Securities and Exchange Commission.

              "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien. "Secured Indebtedness" of a Note Guarantor has a correlative
meaning.

              "Securities" means the Securities issued under this Indenture.

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

              "Securitization 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 or equipment
and which is designated by the Board of Directors of the Company (as provided
below) as a Securitization Entity (a) 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 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
<PAGE>   24

24

Securitization Undertakings, (b) 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 receivables of such entity and (c) 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. 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
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions.

              "Senior Indebtedness" of the Company or any Note Guarantor, as the
case may be, means the principal of, premium (if any) and accrued and unpaid
interest on (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization of the Company or any Note Guarantor, as
applicable, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings), and fees and all other amounts owing in respect
of, Bank Indebtedness and all other Indebtedness of the Company or any Note
Guarantor, as applicable, whether outstanding on the Closing Date or thereafter
Incurred, unless in the instrument creating or evidencing the same or pursuant
to which the same is outstanding it is provided that such obligations are not
superior in right of payment to the Securities or such Note Guarantor's Note
Guarantee, provided, however, that Senior Indebtedness shall not include: (a)
any obligation of the Company to any Subsidiary of the Company or of any Note
Guarantor to the Company or any other Subsidiary of the Company, (b) any
liability for Federal, state, local or other taxes owed or owing by the Company
or any Note Guarantor, (c) any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including Guarantees
thereof or instruments evidencing such liabilities), (d) any Indebtedness or
obligation of the Company or any Note Guarantor (and any accrued and unpaid
interest in respect thereof) that by its terms is subordinate or junior in right
of payment to any other Indebtedness or obligation of the Company or such Note
Guarantor, as applicable, including any Senior Subordinated Indebtedness and any
Subordinated Obligations, (e) any obligations with respect to any Capital Stock
or (f) any Indebtedness Incurred in violation of this Indenture, unless such
Indebtedness was Incurred based on an Officers' Certificate of the Company
(delivered in good faith after reasonable investigation) to the effect that the
Incurrence of such Indebtedness did not violate the provisions of this
Indenture.

              "Senior Subordinated Indebtedness" of the Company means the
Securities and any other Indebtedness of the Company that specifically provides
that such Indebtedness is to rank pari passu with the Securities in right of
payment and is not subordinated by its terms in right of payment to any
Indebtedness or other obligation of the Company which is not Senior
Indebtedness. "Senior Subordinated Indebtedness" of a Note Guarantor has a
correlative meaning.

              "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.
<PAGE>   25

25

              "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 securitization transaction.

              "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).

              "Stockholders Agreement" means the Stockholders Agreement among
the Company and the holders of the Company's Capital Stock party thereto, as in
effect at the Closing Date and as amended from time to time, so long as the
Permitted Holders own a majority of the Capital Stock subject to such agreement.

              "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Closing Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement. "Subordinated Obligation" of a Note Guarantor has a
correlative meaning.

              "Subsidiary" of any Person means any corporation, association,
partnership, limited liability company or other business entity of which more
than 50% 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, representatives, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by (a) such Person, (b) such Person and one or more Subsidiaries of such Person
or (c) one or more Subsidiaries of such Person.

              "Tangible Assets" means Total Assets less Intangible Assets.

              "Temporary Cash Investments" means any of the following: (a) any
investment in direct obligations of the United States of America or any agency
or instrumentality thereof or obligations Guaranteed or insured by the United
States of America or any agency or instrumentality thereof, (b) investments in
checking accounts, savings accounts, time deposit accounts, certificates of
deposit, bankers' acceptances and money market deposits maturing within 360 days
of the date of acquisition thereof issued by a bank or trust company that is
organized under the laws of the United States of America, any state thereof or
any foreign country recognized by the United States of America having capital,
surplus and undivided profits aggregating in excess of $250,000,000 (or the
foreign currency equivalent thereof) and whose long-term debt is rated "A" (or
such similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act), (c) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (a) above entered into
with a bank meeting the qualifications described in clause (b) above, (d)
investments in commercial paper, maturing not more than 270 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of

<PAGE>   26

26

America with a rating at the time as of which any investment therein is made of
"P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or
higher) according to Standard and Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc. ("S&P"), (e) investments in securities with
maturities of six months or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least "A" by S&P or "A" by Moody's Investors Service, Inc. and (f)
investments in money market funds that invest substantially all of their assets
in securities of the types described in clauses (a) through (e) above.

              "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa- 77bbbb) as in effect on the Closing Date.

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

              "Trade Payables" means, with respect to any Person, any accounts
payable or any indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person arising in the ordinary course of business
in connection with the acquisition of goods or services.

              "Transactions" has the meaning specified in the Offering
Memorandum.

              "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

              "Trust Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

              "Uniform Commercial Code" means the New York Uniform Commercial
Code as in effect from time to time.

              "Unrestricted Subsidiary" means (a) HPC Investment, Inc. and any
Subsidiary of the Company that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors in the manner provided
below and (b) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary of the Company) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock in or Indebtedness 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, however, that either (i) the
Subsidiary to be so designated at the time of designation has total Consolidated
assets of $1,000 or less or (ii) if such Subsidiary has Consolidated assets
greater than $1,000, then such designation would be permitted under Section
4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (a) the Company could Incur
<PAGE>   27

27

$1.00 of additional Indebtedness under Section 4.03(a) and (b) no Default shall
have occurred and be continuing. Any such designation of a Subsidiary as a
Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors 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 (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

              "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

              "Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company all the Capital Stock of which (other than directors' qualifying Capital
Stock) is owned by the Company or another Wholly Owned Subsidiary.

              SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                                         Defined in
Term                                                                      Section
----                                                                      -------
------------------------------------------------------------------------------------
<S>                                                                       <C>
"Affiliate Transaction"                                                   4.07(a)
------------------------------------------------------------------------------------
"Appendix"                                                                Preamble
------------------------------------------------------------------------------------
"Bankruptcy Law"                                                          6.01
------------------------------------------------------------------------------------
"Blockage Notice"                                                         10.03
------------------------------------------------------------------------------------
"Change of Control Offer"                                                 4.08(b)
------------------------------------------------------------------------------------
"covenant defeasance option"                                              8.01(b)
------------------------------------------------------------------------------------
"Custodian"                                                               6.01
------------------------------------------------------------------------------------
"Definitive Securities"                                                   Appendix A
------------------------------------------------------------------------------------
"Event of Default"                                                        6.01
------------------------------------------------------------------------------------
"Exchange Notes"                                                          Preamble
------------------------------------------------------------------------------------
"Global Securities"                                                       Appendix A
------------------------------------------------------------------------------------
"Guarantee Blockage Notice"                                               12.03
------------------------------------------------------------------------------------
"Guarantee Payment Blockage Period"                                       12.03
------------------------------------------------------------------------------------
"Guaranteed Obligations"                                                  11.01
------------------------------------------------------------------------------------
"incorporated provision"                                                  13.01
------------------------------------------------------------------------------------
"Initial Securities"                                                      Preamble
------------------------------------------------------------------------------------
"legal defeasance option"                                                 8.01(b)
------------------------------------------------------------------------------------
"Legal Holiday"                                                           13.08
------------------------------------------------------------------------------------
"Notice of Default"                                                       6.01
------------------------------------------------------------------------------------
"Offer"                                                                   4.06(b)
------------------------------------------------------------------------------------
"Offer Amount"                                                            4.06(c)(ii)
------------------------------------------------------------------------------------
"Offer Period"                                                            4.06(c)(ii)
------------------------------------------------------------------------------------
</TABLE>


<PAGE>   28
28

<TABLE>
<S>                                                                       <C>
------------------------------------------------------------------------------------
"pay its Guarantee"                                                       12.03
------------------------------------------------------------------------------------
"pay the Securities"                                                      10.03
------------------------------------------------------------------------------------
"Paying Agent"                                                            2.03
------------------------------------------------------------------------------------
"Payment Blockage Period"                                                 10.03
------------------------------------------------------------------------------------
"Private Exchange"                                                        Appendix A
------------------------------------------------------------------------------------
"Private Exchange Notes"                                                  Appendix A
------------------------------------------------------------------------------------
"protected purchaser"                                                     2.07
------------------------------------------------------------------------------------
"Purchase Date"                                                           4.06(c)(i)
------------------------------------------------------------------------------------
"Registration Agreement"                                                  Appendix A
------------------------------------------------------------------------------------
"Registered Exchange Offer"                                               Appendix A
------------------------------------------------------------------------------------
"Registrar"                                                               2.03
------------------------------------------------------------------------------------
"Restricted Payment"                                                      4.04(a)
------------------------------------------------------------------------------------
"Securities Custodian"                                                    Appendix A
------------------------------------------------------------------------------------
"Successor Company"                                                       5.01(a)
</TABLE>

              SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

              "Commission" means the SEC.

              "indenture securities" means the Securities and the Note
Guarantees.

              "indenture security holder" means a Holder.

              "indenture to be qualified" means this Indenture.

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

              "obligor" on the indenture securities means the Company, the Note
Guarantors and any other obligor on the indenture securities.

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

              SECTION 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

              (c) "or" is not exclusive;

              (d) "including" means including without limitation;


<PAGE>   29

29

              (e) words in the singular include the plural and words in the
       plural include the singular;

              (f) unsecured Indebtedness shall not be deemed to be subordinate
       or junior to Secured Indebtedness merely by virtue of its nature as
       unsecured Indebtedness;

              (g) the principal amount of any noninterest bearing or other
       discount security at any date shall be the principal amount thereof that
       would be shown on a balance sheet of the issuer dated such date prepared
       in accordance with GAAP; and

              (h) the principal amount of any Preferred Stock shall be (i) the
       maximum liquidation value of such Preferred Stock or (ii) the maximum
       mandatory redemption or mandatory repurchase price (not including, in
       either case, any redemption or repurchase premium) with respect to such
       Preferred Stock, whichever is greater.

                                   ARTICLE 2

                                 The Securities

              SECTION 2.01. Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Notes and the Exchange Notes are set forth in
the Appendix, which is hereby incorporated in and expressly made a part of this
Indenture. The (a) Initial Securities and the Trustee's certificate of
authentication, and (b) Private Exchange Notes and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Notes and the Trustee's certificate of authentication, shall be
substantially in the form of Exhibit B hereto, which is hereby incorporated in
and expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company or any Note Guarantor is subject, if any, or usage (provided
that any such notation, legend or endorsement is in a form acceptable to the
Company). Each Security shall be dated the date of its authentication. The
Securities shall be issuable only in registered form without interest coupons
and only in denominations of $1,000 and integral multiples thereof.

              The Initial Securities, the Private Exchange Notes and the
Exchange Notes shall vote and consent together on all matters (as to which any
of the Securities may vote or consent) as one class and shall be treated as a
single class of Securities issued under this Indenture.

              SECTION 2.02. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature.

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

              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.
<PAGE>   30

30

              The Trustee shall authenticate and make available for delivery
Securities as set forth in the Appendix.

              The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Any such appointment
shall be evidenced by an instrument signed by a Trust Officer, a copy of which
shall be furnished to the Company. Unless limited by the terms of such
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 any Registrar, Paying Agent or agent for service of notices and
demands.

              SECTION 2.03. Registrar and Paying Agent. (a) The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent, and the
term "Registrar" includes any co-registrars. The Company initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Securities and
(ii) the Securities Custodian with respect to the Global Securities.

              (b) The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee 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 and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically organized Wholly Owned Subsidiaries may act
as Paying Agent or Registrar.

              (c) The Company may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (i) above. The Registrar or Paying Agent may
resign at any time upon written notice to the Company and the Trustee.

              SECTION 2.04. Paying Agent to Hold Money in Trust. Prior to each
due date of the principal of and interest and liquidated damages (if any) on any
Security, the Company shall deposit with the Paying Agent (or if the Company or
a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust
for the benefit of the Persons entitled thereto) a sum sufficient to pay such
principal, interest and liquidated damages (if any) when so becoming due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment
<PAGE>   31

31

of principal of and interest and liquidated damages (if any) on the Securities,
and shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying
Agent. Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

              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, or cause the Registrar to furnish, to the Trustee, in
writing at least five Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Holders.

              SECTION 2.06. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer and in compliance with the Appendix. When
a Security is presented to the Registrar with a request to register a transfer,
the Registrar shall register the transfer as requested if its requirements
therefor are met. When Securities are presented to the Registrar with a request
to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met. To permit registration of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Securities at the
Registrar's request. The Company may require payment of a sum sufficient to pay
all taxes, assessments or other governmental charges in connection with any
transfer or exchange pursuant to this Section. The Company shall not be required
to make and the Registrar need not register transfers or exchanges of Securities
selected for redemption (except, in the case of Securities to be redeemed in
part, the portion thereof not to be redeemed) or any Securities for a period of
15 days before a selection of Securities to be redeemed.

              Prior to the due presentation for registration of transfer of any
Security, the Company, the Note Guarantors, the Trustee, the Paying Agent, and
the Registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to paragraph 2 of the Securities) interest,
if any, on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, any Note Guarantor, the
Trustee, the Paying Agent, or the Registrar shall be affected by notice to the
contrary.

              Any Holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of beneficial interest in such Global
Security may be effected only through a book-entry system maintained by (a) the
Holder of such Global Security (or its agent) or (b) any Holder of a beneficial
interest in such Global Security, and that ownership of a beneficial interest in
such Global Security shall be required to be reflected in a book entry.
<PAGE>   32

32

              All Securities issued upon any transfer or exchange pursuant to
the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Securities surrendered upon
such transfer or exchange.

              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 Depositary
Participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are 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.

              SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar 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 requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a)
satisfies the Company or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking and the Registrar does
not register a transfer prior to receiving such notification, (b) makes such
request to the Company or the Trustee prior to the Security being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (c) satisfies any other reasonable requirements of
the Trustee. If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss that
any of them may suffer if a Security is replaced. The Company and the Trustee
may charge the Holder for their expenses in replacing a Security. In the event
any such mutilated, lost, destroyed or wrongfully taken Security has become or
is about to become due and payable, the Company in its discretion may pay such
Security instead of issuing a new Security in replacement thereof.

              Every replacement Security is an additional obligation of the
Company.

              The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

              SECTION 2.08. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancelation and those described in
this Section as not outstanding. Subject to Section 13.06, a Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Security.

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

              If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal,
<PAGE>   33

33

interest and liquidated damages, if any, payable on that date with respect to
the Securities (or portions thereof) to be redeemed or maturing, as the case may
be, and the Paying Agent is not prohibited from paying such money to the Holders
on that date pursuant to the terms of this Indenture, then on and after that
date such Securities (or portions thereof) cease to be outstanding and interest
on them ceases to accrue.

              SECTION 2.09. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
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. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive
Securities and deliver them in exchange for temporary Securities upon surrender
of such temporary Securities at the office or agency of the Company, without
charge to the Holder.

              SECTION 2.10. Cancelation. The Company at any time may deliver
Securities to the Trustee for cancelation. 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 and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and shall dispose of canceled Securities in accordance with its
customary procedures or deliver canceled Securities to the Company pursuant to
written direction by an Officer. The Company may not issue new Securities to
replace Securities it has redeemed, paid or delivered to the Trustee for
cancelation. The Trustee shall not authenticate Securities in place of canceled
Securities other than pursuant to the terms of this Indenture.

              SECTION 2.11. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Company may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail or cause to be mailed to
each Holder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

              SECTION 2.12. CUSIP and ISIN Numbers. The Company in issuing the
Securities may use "CUSIP" and "ISIN" numbers (if then generally in use) and, if
so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as
a convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

                                   ARTICLE 3

                                   Redemption
<PAGE>   34

34

              SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed.

              The Company shall give each notice to the Trustee provided for in
this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate from the Company to the effect that such redemption will comply with
the conditions herein. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

              SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that the Trustee in
its sole discretion shall deem to be fair and appropriate. The Trustee shall
make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the method it has chosen for the
selection of Securities or portions of Securities to be called for redemption.

              SECTION 3.03. Notice of Redemption. (a) At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed at such Holder's registered address.

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

              (i) the redemption date;

              (ii) the redemption price and the amount of accrued interest and
       liquidated damages (if any) to the redemption date;

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

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

              (v) if fewer than all the outstanding Securities are to be
       redeemed, the certificate numbers and principal amounts of the particular
       Securities to be redeemed;

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

<PAGE>   35

35

              (vii) the CUSIP or ISIN number, if any, printed on the Securities
       being redeemed; and

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

              (b) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

              SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest and liquidated damages, if
any, to the redemption date; provided, however, that if the redemption date is
after a regular record date and on or prior to the interest payment date, the
accrued interest and liquidated damages, if any, shall be payable to the Holder
of the redeemed Securities registered on the relevant record date. Failure to
give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

              SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m.,
New York City time, on the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued interest and liquidated damages, if any, on all Securities
or portions thereof to be redeemed on that date other than Securities or
portions of Securities called for redemption that have been delivered by the
Company to the Trustee for cancelation. Concurrently with such deposit, the
Company shall deliver an Officers' Certificate and an Opinion of Counsel to the
effect that the redemption complies with the conditions contained in this
Indenture. On and after the redemption date, interest and liquidated damages (if
any) shall cease to accrue on Securities or portions thereof called for
redemption so long as the Company has deposited with the Paying Agent funds
sufficient to pay the principal of, plus accrued and unpaid interest and
liquidated damages, if any, on, the Securities to be redeemed, unless the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture.

              SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    Covenants

              SECTION 4.01. Payment of Securities. The Company shall promptly
pay the principal of and interest and liquidated damages, if any, on the
Securities on the dates and in the manner provided in the Securities and in this
Indenture. Principal, interest and
<PAGE>   36

36

liquidated damages, if any, shall be considered paid on the date due if on such
date the Trustee or the Paying Agent holds in accordance with this Indenture
money sufficient to pay all principal and interest then due and the Trustee or
the Paying Agent, as the case may be, is not prohibited from paying such money
to the Holders on that date pursuant to the terms of this Indenture.

              The Company shall pay interest on overdue principal at the rate
borne by the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

              SECTION 4.02. SEC Reports. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC (if permitted by SEC practice
and applicable law and regulations) and provide the Trustee and Holders and
prospective Holders (upon request) within 15 days after it files them with the
SEC (or if not permitted, within 15 days after it would have otherwise been
required to file them with the SEC), copies of the Company's annual report and
the information, documents and other reports that are specified in Sections 13
and 15(d) of the Exchange Act. In addition, following the existence of a Public
Market, the Company shall furnish to the Trustee and the Holders, promptly upon
their becoming available, copies of the annual report to shareholders and any
other information provided by the Company to its shareholders generally. The
Company also shall comply with the other provisions of Section 314(a) of the
TIA.

              Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

              SECTION 4.03. Limitation on Indebtedness. (a) The Company shall
not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company or any
Restricted Subsidiary that is a Note Guarantor may Incur Indebtedness if on the
date of such Incurrence and after giving effect thereto the Consolidated
Coverage Ratio would be greater than 2.00:1.00 if such Indebtedness is Incurred
on or prior to December 31, 2002 and 2.25:1.00 if such Indebtedness is Incurred
thereafter.

              (b) Notwithstanding Section 4.03(a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness:

              (i) Indebtedness Incurred pursuant to the Credit Agreement in an
       aggregate principal amount not to exceed $580.0 million at any one time
       outstanding less the aggregate amount of all repayments of principal of
       such Indebtedness pursuant to Section 4.06;

              (ii) Indebtedness of the Company owed to and held by any
       Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to
       and held by the Company or any Restricted Subsidiary; provided, however,
       that (1) any subsequent issuance or transfer of any Capital Stock or any
       other event that results in any such Restricted Subsidiary ceasing to be
       a Restricted Subsidiary or


<PAGE>   37

37

       any subsequent transfer of any such Indebtedness (except to the Company
       or a Restricted Subsidiary) shall be deemed, in each case, to constitute
       the Incurrence of such Indebtedness by the issuer thereof, (2) if the
       Company is the obligor on such Indebtedness, such Indebtedness is
       expressly subordinated to the prior payment in full in cash of all
       obligations with respect to the Securities, (3) if a Restricted
       Subsidiary is the obligor on such Indebtedness, such Indebtedness is made
       pursuant to an intercompany note and (4) if a Note Guarantor is the
       obligor on such Indebtedness and the Company is not the obligee, such
       Indebtedness is subordinated in right of payment to the Note Guarantee of
       such Note Guarantor;

              (iii) Indebtedness (1) represented by the Securities, the Note
       Guarantees, the Exchange Notes and the Exchange Note Guarantees, (2)
       outstanding on the Closing Date (other than the Indebtedness described in
       clauses (i) and (ii) above), (3) consisting of Refinancing Indebtedness
       Incurred in respect of any Indebtedness described in this clause (iii)
       (including Refinancing Indebtedness) or Section 4.03(a) and (4)
       consisting of Guarantees of any Indebtedness otherwise permitted by the
       terms of this Indenture;

              (iv) (1) Indebtedness of a Restricted Subsidiary Incurred and
       outstanding on or prior to the date on which such Restricted Subsidiary
       was acquired by the Company (other than Indebtedness Incurred as
       consideration in, or to provide all or any portion of the funds or credit
       support utilized to consummate, the transaction or series of related
       transactions pursuant to which such Restricted Subsidiary became a
       Subsidiary of or was otherwise acquired by the Company) and (2)
       Refinancing Indebtedness Incurred by a Restricted Subsidiary in respect
       of Indebtedness Incurred by such Restricted Subsidiary pursuant to this
       clause (iv);

              (v) Indebtedness of the Company or a Restricted Subsidiary (1) in
       respect of performance bonds, bankers' acceptances, letters of credit and
       surety or appeal bonds provided by the Company and the Restricted
       Subsidiaries in the ordinary course of their business, and (2) under
       Commodity Agreements, Interest Rate Agreements and Currency Agreements
       entered into for bona fide hedging purposes of the Company or any
       Restricted Subsidiary in the ordinary course of business; provided,
       however, that such Interest Rate Agreements or Currency Agreements do not
       increase the principal amount of Indebtedness of the Company and its
       Restricted Subsidiaries outstanding at any time other than as a result of
       fluctuations in interest rates or foreign currency exchange rates or by
       reason of fees, indemnities and compensation payable thereunder;

              (vi) Indebtedness (including Capitalized Lease Obligations and
       Attributable Debt) Incurred by the Company or any of its Restricted
       Subsidiaries to finance the purchase, lease or improvement of property
       (real or personal), equipment or other assets (in each case whether
       through the direct purchase of assets or the Capital Stock of any Person
       owning such assets) in an aggregate principal amount which, when
       aggregated with the principal amount of all other Indebtedness then
       outstanding and Incurred pursuant to this clause (vi) and all Refinancing
       Indebtedness Incurred to refund, refinance or replace any Indebtedness
       Incurred pursuant to this clause (vi), does not exceed the greater of (x)
       5.0% of Tangible Assets and (y) $30.0 million;
<PAGE>   38

38

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

              (viii) Indebtedness of the Company and its Restricted Subsidiaries
       arising from agreements of the Company or a Restricted Subsidiary
       providing for indemnification, adjustment of purchase price or similar
       obligations, in each case incurred or assumed in connection with the
       disposition of any business, assets or a Subsidiary of the Company in
       accordance with the terms of the Indenture, other than Guarantees by the
       Company or any Restricted Subsidiary of Indebtedness Incurred by any
       Person acquiring all or any portion of such business, assets or a
       Subsidiary of the Company for the purpose of financing such acquisition;
       provided, however, that the maximum aggregate liability in respect of all
       such Indebtedness shall not exceed the gross proceeds, including the fair
       market value as determined in good faith by a majority of the Board of
       Directors of noncash proceeds (the fair market value of such noncash
       proceeds being measured at the time it is received and without giving
       effect to any subsequent changes in value), actually received by the
       Company and its Restricted Subsidiaries in connection with such
       disposition;

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

              (x) Indebtedness of Foreign Subsidiaries to the extent that the
       aggregate outstanding amount of Indebtedness incurred by such Foreign
       Subsidiaries under this clause (x) does not exceed at any one time an
       amount equal to the sum of (1) 80% of the consolidated book value of the
       accounts receivable of all Foreign Subsidiaries and (2) 60% of the
       consolidated book value of the inventory of all Foreign Subsidiaries;

              (xi) Indebtedness under any Domestic Overdraft Facility; or

              (xii) Indebtedness of the Company and its Restricted Subsidiaries
       (in addition to Indebtedness permitted to be Incurred pursuant to Section
       4.03(a) or any other clause of this Section 4.03(b)) in an aggregate
       principal amount on the date of Incurrence that, when added to all other
       Indebtedness Incurred pursuant to this clause (xii) and then outstanding,
       shall not exceed $20.0 million.

              (c) Notwithstanding the foregoing, the Company shall not Incur any
Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are used,
directly or indirectly, to repay, prepay, redeem, defease, retire, refund or
refinance any Subordinated Obligations unless such Indebtedness shall be
subordinated to the Securities to at least the same extent as such Subordinated
Obligations. The Company shall not Incur any Indebtedness pursuant to Section
4.03(a) or 4.03(b) if such Indebtedness is subordinate or junior in right of
payment to any Senior Indebtedness unless such Indebtedness is Senior
Subordinated Indebtedness or is expressly subordinated in right of

<PAGE>   39

39

payment to Senior Subordinated Indebtedness. In addition, the Company shall not
Incur any Secured Indebtedness which is not Senior Indebtedness unless
contemporaneously therewith effective provision is made to secure the Securities
equally and ratably with (or on a senior basis to, in the case of Indebtedness
subordinated in right of payment to the Securities) such Secured Indebtedness
for so long as such Secured Indebtedness is secured by a Lien, except for Senior
Subordinated Indebtedness and Subordinated Obligations secured by Liens on the
assets of any entity existing at the time such entity is acquired by, and
becomes a Restricted Subsidiary of, the Company, whether by merger,
consolidation, purchase of assets or otherwise, provided that such Liens (x) are
not created, incurred or assumed in connection with, or in contemplation of such
entity being acquired by the Company and (y) do not extend to any other assets
of the Company or any of its Subsidiaries. A Note Guarantor may not Incur any
Indebtedness if such Indebtedness is by its terms expressly subordinate or
junior in right of payment to any Senior Indebtedness of such Note Guarantor
unless such Indebtedness is Senior Subordinated Indebtedness of such Note
Guarantor or is expressly subordinated in right of payment to Senior
Subordinated Indebtedness of such Note Guarantor. In addition, a Note Guarantor
shall not Incur any Secured Indebtedness that is not Senior Indebtedness of such
Note Guarantor unless contemporaneously therewith effective provision is made to
secure the Note Guarantee of such Note Guarantor equally and ratably with (or on
a senior basis to, in the case of Indebtedness subordinated in right of payment
to such Note Guarantee) such Secured Indebtedness for as long as such Secured
Indebtedness is secured by a Lien, except for Senior Subordinated Indebtedness
and Subordinated Obligations of such Note Guarantor secured by Liens on the
assets of any entity existing at the time such entity is acquired by such Note
Guarantor, whether by merger, consolidation, purchase of assets or otherwise,
provided that such Liens (x) are not created, incurred or assumed in connection
with or in contemplation of such assets being acquired by such Note Guarantor
and (y) do not extend to any other assets of the Company or any of its
Subsidiaries.

              (d) Notwithstanding any other provision of this Section 4.03, the
maximum amount of Indebtedness that the Company or any Restricted Subsidiary may
Incur pursuant to this Section shall not be deemed to be exceeded solely as a
result of fluctuations in the exchange rates of currencies. For purposes of
determining the outstanding principal amount of any particular Indebtedness
Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred pursuant to
the Credit Agreement prior to or on the Closing Date shall be treated as
Incurred pursuant to Section 4.03(b)(i), (ii) Guarantees of, or obligations in
respect of letters of credit relating to, Indebtedness which is otherwise
included in the determination of a particular amount of Indebtedness shall not
be included, (iii) if obligations in respect of letters of credit are Incurred
pursuant to the Credit Agreement and are being treated as Incurred pursuant to
Section 4.03(b)(i) and the letters of credit relate to other Indebtedness, then
such other Indebtedness shall not be included, (iv) the principal amount of any
Disqualified Stock of the Company or a Restricted Subsidiary or Preferred Stock
of a Restricted Subsidiary that is not a Note Guarantor will be equal to the
greater of the maximum mandatory redemption or repurchase price (not including,
in either case, any redemption or repurchase premium) or the maximum liquidation
preference, (v) the principal amount of Indebtedness, Disqualified Stock of the
Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary
that is not a Note Guarantor issued at a price less than the principal amount
thereof, the maximum fixed redemption or repurchase price thereof or liquidation
preference thereof, as applicable, will be equal to the amount of the liability
or obligation
<PAGE>   40

40

in respect thereof determined in accordance with GAAP, (vi) if such Indebtedness
is denominated in a currency other than U.S. dollars, the U.S. dollar equivalent
principal amount thereof shall be calculated based on the relevant currency
exchange rates in effect on the date such Indebtedness was Incurred, (vii) the
accrual of interest, accrual of dividends, the accretion of accreted value, the
payment of interest in the form of additional Indebtedness and the payment of
dividends or distributions in the form of additional Capital Stock shall not be
deemed an Incurrence of Indebtedness for purposes of this Section 4.03, (viii)
Indebtedness permitted by this Section 4.03 need not be permitted solely by
reference to one provision permitting such Indebtedness but may be permitted in
part by one such provision and in part by one or more other provisions of this
Section permitting such Indebtedness, and (ix) in the event that Indebtedness
meets the criteria of more than one of the types of Indebtedness described in
this Section 4.03, the Company, in its sole discretion, shall classify (or later
reclassify) such Indebtedness and only be required to include the amount of such
Indebtedness in one of such clauses.

              SECTION 4.04. Limitation on Restricted Payments. (a) The Company
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any dividend or make any distribution of any
kind on or in respect of its Capital Stock (including any payment in connection
with any merger or consolidation involving the Company) or similar payment to
the holders (solely in their capacities as such) of its Capital Stock except
dividends or distributions payable solely in its Capital Stock (other than
Disqualified Stock) and except dividends or distributions payable to the Company
or another Restricted Subsidiary (and, if such Restricted Subsidiary has
shareholders other than the Company or other Restricted Subsidiaries, to its
other shareholders on a pro rata basis), (ii) purchase, redeem, retire or
otherwise acquire for value any Capital Stock of the Company or any Restricted
Subsidiary held by Persons other than the Company or another Restricted
Subsidiary, (iii) purchase, repurchase, redeem, defease or otherwise acquire or
retire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment any Subordinated Obligations (other than (1) the purchase,
repurchase or other acquisition of Subordinated Obligations purchased in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of acquisition and
(2) Indebtedness Incurred pursuant to Section 4.03(b)(ii)) or (iv) make any
Investment (other than a Permitted Investment) in any Person (any such dividend,
distribution, purchase, redemption, repurchase, defeasance, other acquisition,
retirement or Investment being herein referred to as a "Restricted Payment") if
at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

              (1) a Default shall have occurred and be continuing (or would
       result therefrom);

              (2) the Company could not Incur at least $1.00 of additional
       Indebtedness under Section 4.03(a); or

              (3) the aggregate amount of such Restricted Payment and all other
       Restricted Payments (the amount so expended, if other than in cash, to be
       determined in good faith by the Board of Directors, whose determination
       shall be conclusive and evidenced by a resolution of the Board of
       Directors) declared or made subsequent to the Closing Date would exceed
       the sum, without duplication, of:
<PAGE>   41

41

              (A) 50% of the Consolidated Net Income accrued during the period
       (treated as one accounting period) from the beginning of the fiscal
       quarter immediately following the fiscal quarter during which the Closing
       Date occurs to the end of the most recent fiscal quarter ending prior to
       the date of such Restricted Payment for which consolidated financial
       statements of the Company are publicly available (or, in case such
       Consolidated Net Income shall be a deficit, minus 100% of such deficit);

              (B) 100% of the aggregate Net Cash Proceeds (other than in respect
       of an Excluded Contribution) received by the Company (x) as capital
       contributions to the Company after the Closing Date or (y) from the issue
       or sale of its Capital Stock (other than Disqualified Stock) subsequent
       to the Closing Date (other than a capital contribution from or an
       issuance or sale to (a) a Subsidiary of the Company or (b) an employee
       equity ownership or participation plan or other trust established by the
       Company or any of its Subsidiaries);

              (C) 100% of the fair market value (as determined in good faith by
       the Board of Directors of the Company) of shares of Qualified Stock of
       the Company or any Restricted Subsidiary issued after the Closing Date to
       acquire assets from a third party;

              (D) the amount by which Indebtedness of the Company or its
       Restricted Subsidiaries is reduced on the Company's balance sheet upon
       the conversion or exchange (other than by a Subsidiary of the Company)
       subsequent to the Closing Date of any Indebtedness of the Company or its
       Restricted Subsidiaries issued after the Closing Date which is
       convertible or exchangeable for Capital Stock (other than Disqualified
       Stock) of the Company (less the amount of any cash or the fair market
       value of other property distributed by the Company or any Restricted
       Subsidiary upon such conversion or exchange);

              (E) 100% of the aggregate amount received by the Company or any
       Restricted Subsidiary in cash from the sale or other disposition (other
       than to (x) the Company or a Subsidiary of the Company or (y) an employee
       equity ownership or participation plan or other trust established by the
       Company or any of its Subsidiaries) of Restricted Investments made by the
       Company or any Restricted Subsidiary after the Closing Date and from
       repurchases and redemptions of such Restricted Investments from the
       Company or any Restricted Subsidiary by any Person (other than (x) the
       Company or any of its Subsidiaries or (y) an employee equity ownership or
       participation plan or other trust established by the Company or any of
       its Restricted Subsidiaries) and from repayments of loans or advances
       which constituted Restricted Investments;

              (F) the amount equal to the net reduction in Investments in
       Unrestricted Subsidiaries resulting from (x) payments of dividends,
       repayments of the principal of loans or advances or other transfers of
       assets to the Company or any Restricted Subsidiary from Unrestricted
<PAGE>   42

42

              Subsidiaries or (y) the redesignation of Unrestricted Subsidiaries
              as Restricted Subsidiaries (valued in each case as provided in the
              definition of "Investment") not to exceed, in the case of any
              Unrestricted Subsidiary, the amount of Investments previously made
              by the Company or any Restricted Subsidiary in such Unrestricted
              Subsidiary, which amount was included in the calculation of the
              amount of Restricted Payments; and

                      (G) $5.0 million.

              (b) The provisions of Section 4.04(a) shall not prohibit:

              (i) any purchase, repurchase, retirement or other acquisition or
       retirement for value of, or other distribution in respect of, Capital
       Stock of the Company made by exchange for, or out of the proceeds of the
       substantially concurrent sale of, Capital Stock of the Company or capital
       contributions to the Company after the Closing Date (other than
       Disqualified Stock and other than Capital Stock issued or sold to, or
       capital contribution from, a Subsidiary of the Company or an employee
       equity ownership or participation plan or other trust established by the
       Company or any of its Subsidiaries); provided, however, that (1) such
       Restricted Payment shall be excluded in the calculation of the amount of
       Restricted Payments and (2) the Net Cash Proceeds from such sale or
       capital contribution applied in the manner set forth in this clause (i)
       shall be excluded from the calculation of amounts under Section
       4.04(a)(iv)(3)(B);

              (ii) any purchase, repurchase, redemption, defeasance or other
       acquisition or retirement for value of Subordinated Obligations of the
       Company or a Restricted Subsidiary made by exchange for, or out of the
       proceeds of the substantially concurrent sale of, (x) Capital Stock of
       the Company or a Restricted Subsidiary or (y) Subordinated Obligations of
       the Company or a Restricted Subsidiary that are permitted to be Incurred
       pursuant to Section 4.03; provided, however, that such purchase,
       repurchase, redemption, defeasance or other acquisition or retirement for
       value shall be excluded in the calculation of the amount of Restricted
       Payments;

              (iii) any purchase or redemption of Subordinated Obligations from
       Net Available Cash to the extent permitted by Section 4.06; provided,
       however, that such purchase or redemption shall be excluded in the
       calculation of the amount of Restricted Payments;

              (iv) Investments that are made with Excluded Contributions;
provided, however, that such Investments shall be excluded in the calculation of
the amount of Restricted Payments;

              (v) dividends or other distributions paid to holders of, or
redemptions from holders of, Capital Stock within 60 days after the date of
declaration thereof, or the giving of formal notice of redemption, if at such
date of declaration such dividends or other distributions or redemptions would
have complied with this Section 4.04(a); provided, however, that such dividend,
distribution or redemption shall be included in the calculation of the amount of
Restricted Payments;
<PAGE>   43

43

              (vi) any repurchase of Capital Stock owned by former officers,
directors, consultants or employees of the Company or its Subsidiaries or their
assigns, estates and heirs or entities controlled by them; provided, however,
that the amount of such repurchases shall not, in the aggregate, exceed the sum
of (1) $10.0 million (which amount shall be increased by the amount of any Net
Cash Proceeds to the Company from (A) sales of Capital Stock of the Company to
management, other employees or Permitted Holders subsequent to the Closing Date
to the extent such amounts are not included under Section 4.04(a)(iv)(3)(B) and
(B) any "key-man" life insurance policies which are used to make such
repurchases) and (2) $2.0 million per fiscal year of the Company (which amount
may be used in a subsequent fiscal year to the extent not used during a fiscal
year); provided further, however, that the cancelation of Indebtedness owing to
the Company from such former officers, directors, consultants or employees of
the Company or any of its Restricted Subsidiaries in connection with a
repurchase of Capital Stock of the Company shall not be deemed to constitute a
Restricted Payment under the Indenture; provided further, however, that such
repurchase shall be included in the calculation of the amount of Restricted
Payments;

              (vii) any of the transactions pursuant to the Recapitalization
Agreement; provided, however, that such amounts shall be excluded in the
calculations of the amount of Restricted Payments;

              (viii) repurchases of Capital Stock deemed to occur upon the
exercise of stock options, warrants or other convertible securities if such
Capital Stock represents a portion of the exercise price thereof; provided,
however, that such repurchases shall be excluded in the calculation of the
amount of Restricted Payments; or

              (ix) so long as no Default or Event of Default shall have occurred
and be continuing, payments not to exceed $500,000 in the aggregate to enable
the Company to make payments to holders of its Capital Stock in lieu of the
issuance of fractional shares of its Capital Stock; provided, however, that such
payments shall be excluded in the calculation of the amount of Restricted
Payments.

              SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock or pay any Indebtedness or other obligations owed to the
Company or any of its Restricted Subsidiaries (it being understood that the
priority of any preferred stock in receiving dividends or liquidating
distributions prior to dividends or liquidating distributions being paid on
common stock shall not be deemed a restriction on the ability to make
distributions on Capital Stock), (b) make any loans or advances to the Company
(it being understood that the subordination of loans or advances made to the
Company to other Indebtedness Incurred by the Company shall not be deemed a
restriction on the ability to make loans or advances) or (c) transfer any of its
property or assets to the Company or any of its Restricted Subsidiaries, except:

              (i) any encumbrance or restriction pursuant to applicable law or
       any applicable rule, regulation or order, or an agreement in effect at or
       entered into on the Closing Date (including the Credit Agreement);
<PAGE>   44

44

              (ii) any encumbrance or restriction with respect to a Restricted
       Subsidiary pursuant to an agreement relating to any Capital Stock or
       Indebtedness of such Restricted Subsidiary, in each case Incurred by such
       Restricted Subsidiary prior to the date on which such Restricted
       Subsidiary was acquired by the Company (other than Capital Stock or
       Indebtedness Incurred as consideration in, in contemplation of, or to
       provide all or any portion of the funds or credit support utilized to
       consummate the transaction or series of related transactions pursuant to
       which such Restricted Subsidiary became a Restricted Subsidiary or was
       otherwise acquired by the Company) and outstanding on such date;

              (iii) any encumbrance or restriction pursuant to an agreement
       effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
       referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this
       clause (iii) or contained in any amendment to an agreement referred to in
       clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (c)(iii);
       provided, however, that the encumbrances and restrictions contained in
       any such Refinancing agreement or amendment are no more restrictive,
       taken as a whole, than the encumbrances and restrictions contained in
       such predecessor agreements;

              (iv) in the case of clause (c), any encumbrance or restriction (1)
       that restricts in a customary manner the assignment of any lease, license
       or similar contract or the subletting, assignment or transfer of any
       property or asset that is subject to a lease, license or similar
       contract, (2) that is or was created by virtue of any transfer of,
       agreement to transfer or option or right with respect to any property or
       assets of the Company or any Restricted Subsidiary not otherwise
       prohibited by this Indenture, (3) contained in security agreements
       securing Indebtedness of a Restricted Subsidiary to the extent such
       encumbrance or restriction restricts the transfer of the property subject
       to such security agreements, or (4) encumbrances or restrictions relating
       to Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(vi)
       for property acquired in the ordinary course of business that only
       imposes encumbrances or restrictions on the property so acquired (it
       being agreed that any such encumbrance or restriction may also secure
       other Indebtedness permitted to be Incurred by the Company and provided
       by the same financing source providing the Indebtedness Incurred pursuant
       to Section 4.03(b)(vi));

              (v) with respect to a Restricted Subsidiary, any restriction
       imposed pursuant to an agreement entered into for the sale or disposition
       of all or substantially all the Capital Stock or assets of such
       Restricted Subsidiary pending the closing of such sale or disposition;

              (vi) customary provisions in joint venture agreements and other
       similar agreements entered into in the ordinary course of business;

              (vii) Indebtedness or other contractual requirements of a
       Securitization Entity in connection with a Qualified Securitization
       Transaction; provided, that such restrictions apply only to such
       Securitization Entity;
<PAGE>   45

45

              (viii) net worth provisions in leases and other agreements entered
       into by the Company or any Restricted Subsidiary in the ordinary course
       of business; and

              (ix) any agreement or instrument governing Indebtedness (whether
       or not outstanding) of Foreign Subsidiaries of the Company permitted to
       be Incurred pursuant to Section 4.03(a) or Section 4.03(b)(x).

              SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock.
(a) The Company shall not, and shall not permit any Restricted Subsidiary to,
make any Asset Disposition unless (i) the Company or such Restricted Subsidiary
receives consideration (including by way of relief from, or by any other Person
assuming sole responsibility for, any liabilities, contingent or otherwise) at
the time of such Asset Disposition at least equal to the fair market value of
the Capital Stock and assets subject to such Asset Disposition, (ii) at least
75% of the consideration thereof received by the Company or such Restricted
Subsidiary is in the form of (1) cash or Temporary Cash Investments, (2)
properties and assets to be owned by the Company or any Restricted Subsidiary
and used in a Permitted Business or (3) Capital Stock in one or more Persons
engaged in a Permitted Business that are or thereby become Restricted
Subsidiaries of the Company, and (iii) an amount equal to 100% of the Net
Available Cash from such Asset Disposition is applied by the Company (or such
Restricted Subsidiary, as the case may be):

              (1) first, (i) to the extent the Company elects (or is required by
       the terms of any Indebtedness), to prepay, repay, redeem or purchase (x)
       Bank Indebtedness or (y) other Senior Indebtedness of the Company or
       Indebtedness (other than any Disqualified Stock) of a Restricted
       Subsidiary (in the case of clause (y), other than Indebtedness owed to
       the Company or an Affiliate of the Company and other than Preferred Stock
       of a Restricted Subsidiary that is not a Note Guarantor) or (ii) to the
       extent the Company or such Restricted Subsidiary elects, to reinvest in
       Additional Assets (including by means of an Investment in Additional
       Assets by a Restricted Subsidiary with Net Available Cash received by the
       Company or another Restricted Subsidiary or the application by the
       Company of the Net Available Cash received by a Restricted Subsidiary of
       the Company), in each case within 365 days (or, in the case of Foreign
       Subsidiary Asset Dispositions, 545 days) from the later of such Asset
       Disposition or the receipt of such Net Available Cash; provided that
       pending the final application of any such Net Available Cash, the Company
       and its Restricted Subsidiaries may temporarily reduce Indebtedness or
       otherwise invest such Net Available Cash in any manner not prohibited by
       this Indenture;

              (2) second, within 365 days from the later of such Asset
       Disposition or the receipt of such Net Available Cash (or, in the case of
       Foreign Subsidiary Asset Dispositions, 545 days), to the extent of the
       balance of such Net Available Cash after such application in accordance
       with clause (1), to make an Offer (as defined below) to purchase
       Securities pursuant to and subject to the conditions set forth in Section
       4.06(b); provided, however, that if the Company elects (or is required by
       the terms of any Senior Subordinated Indebtedness), such Offer may be
       made ratably to purchase the Securities and other Senior Subordinated
       Indebtedness of the Company; and
<PAGE>   46

46

              (3) third, to the extent of the balance of such Net Available Cash
       after application in accordance with clauses (1) (other than the proviso
       thereof) and (2) for any general corporate purpose not restricted by the
       terms of this Indenture;

provided, however, that in connection with any prepayment, repayment or purchase
of Indebtedness pursuant to clause (1) or (2) above, the Company or such
Restricted Subsidiary shall retire such Indebtedness and shall cause the related
loan commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased.

              Notwithstanding the foregoing provisions of this Section 4.06, the
Company and the Restricted Subsidiaries shall not be required to apply any Net
Available Cash in accordance with this Section 4.06(a) except to the extent that
the aggregate Net Available Cash from all Asset Dispositions that is not applied
in accordance with this Section 4.06(a) exceeds $10.0 million.

              For the purposes of this Section 4.06, the following are deemed to
be cash: (A) the assumption of any liabilities of the Company (other than
Disqualified Stock of the Company) or any Restricted Subsidiary and the release
of the Company or such Restricted Subsidiary from all liability on such
liabilities in connection with such Asset Disposition and (B) securities
received by the Company or any Restricted Subsidiary from the transferee that
are promptly converted by the Company or such Restricted Subsidiary into cash.

              (b) In the event of an Asset Disposition that requires the
purchase of Securities (and other Senior Subordinated Indebtedness) pursuant to
Section 4.06(a)(iii)(2), the Company shall be required to purchase Securities
(and other Senior Subordinated Indebtedness) tendered pursuant to an offer by
the Company for the Securities (and other Senior Subordinated Indebtedness) (the
"Offer") at a purchase price of 100% of their principal amount plus accrued and
unpaid interest and liquidated damages, if any, to the date of purchase (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date) in accordance with the
procedures (including prorating in the event of oversubscription) set forth in
Section 4.06(c). If the aggregate purchase price of Securities (and other Senior
Subordinated Indebtedness) tendered pursuant to the Offer is less than the Net
Available Cash allotted to the purchase of the Securities (and other Senior
Subordinated Indebtedness), the Company shall apply the remaining Net Available
Cash for any general corporate purpose not restricted by the terms of the
Indenture. The Company shall not be required to make an Offer for Securities
(and other Senior Subordinated Indebtedness) pursuant to this Section 4.06 if
the Net Available Cash available therefor (after application of the proceeds as
provided in clause (1) of Section 4.06(a)(iii)) is less than $10.0 million for
any particular Asset Disposition (which lesser amount shall be carried forward
for purposes of determining whether an Offer is required with respect to the Net
Available Cash from any subsequent Asset Disposition). Upon completion of the
Offer, the amount of Net Available Cash shall be reduced to zero.

              (c) (i) Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Securities purchased by the
Company either in whole or in
<PAGE>   47

47

part (subject to prorating as hereinafter described in the event the Offer is
oversubscribed) in integral multiples of $1,000 of principal amount, at the
applicable purchase price. The notice shall specify a purchase date not less
than 30 days nor more than 60 days after the date of such notice (the "Purchase
Date") and shall contain such information concerning the business of the Company
which the Company in good faith believes will enable such Holders to make an
informed decision (which at a minimum shall include (1) the most recently filed
Annual Report on Form 10-K (including audited consolidated financial statements)
of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q
and any Current Report on Form 8-K of the Company filed subsequent to such
Quarterly Report, other than Current Reports describing Asset Dispositions
otherwise described in the offering materials (or corresponding successor
reports), (2) a description of material developments in the Company's business
subsequent to the date of the latest of such reports, and (3) if material,
appropriate pro forma financial information) and all instructions and materials
necessary to tender Securities pursuant to the Offer, together with the address
referred to in clause (c) (iii).

              (ii) Not later than the date upon which written notice of an Offer
is delivered to the Trustee as provided above, the Company shall deliver to the
Trustee an Officers' Certificate as to (1) the amount of the Offer (the "Offer
Amount"), (2) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (3) the compliance
of such allocation with the provisions of Section 4.06(a). By no later than
11:00 a.m. New York City time on the Purchase Date, the Company shall
irrevocably deposit with the Trustee or with a paying agent (or, if the Company
is acting as its own paying agent, segregate and hold in trust) an amount equal
to the Offer Amount or, if less, the purchase price of Securities (and other
Senior Subordinated Indebtedness) tendered and accepted for payment in the
Offer. Upon the expiration of the period for which the Offer remains open (the
"Offer Period"), the Company shall deliver to the Trustee for cancelation the
Securities or portions thereof that have been properly tendered to and are to be
accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee)
shall, on the date of purchase, mail or deliver payment to each tendering Holder
in the amount of the purchase price.

              (iii) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the Purchase Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered by the Holder for purchase and a statement that such Holder is
withdrawing his election to have such Security purchased. If at the expiration
of the Offer Period the aggregate principal amount of Securities and any other
Senior Subordinated Indebtedness included in the Offer surrendered by holders
thereof exceeds the Offer Amount, the Company shall select the Securities and
other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with
such adjustments as may be deemed appropriate by the Company so that only
Securities and other Senior Subordinated Indebtedness in denominations of
$1,000, or integral multiples thereof, shall be purchased). Holders whose
Securities are purchased only in part will be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.
<PAGE>   48

48

              (iv) At the time the Company delivers Securities to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this Section. A Security
shall be deemed to have been accepted for purchase at the time the Trustee,
directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.

              (v) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.

              SECTION 4.07. Limitation on Transactions with Affiliates. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, enter into or conduct any transaction (including, the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any Affiliate of the Company (an "Affiliate Transaction") unless such Affiliate
Transaction is on terms (i) that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that could be obtained at
the time of such transaction in arm's-length dealings with a Person who is not
such an Affiliate, (ii) that, in the event that such Affiliate Transaction
involves an aggregate amount in excess of $5.0 million, (1) are set forth in
writing and (2) except as provided in Section 4.07(a)(iii), have been approved
by a majority of the members of the Board of Directors having no personal stake
in such Affiliate Transaction (if any such members exist) and (iii) that, in the
event (1) such Affiliate Transaction involves an amount in excess of $10.0
million, or (2) if there are no members of the Board of Directors having no
personal stake in such Affiliate Transaction and such Affiliate Transaction
involves an aggregate amount in excess of $5.0 million, have been determined by
a nationally recognized appraisal, accounting or investment banking firm to be
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries.

              (b) The provisions of Section 4.07(a) shall not prohibit (i) any
Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any
issuance of securities, or other payments awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, options to
purchase Capital Stock of the Company and equity ownership, restricted stock
plans, long-term incentive plans, stock appreciation rights plans, participation
plans or similar employee benefits plans approved by the Board of Directors,
(iii) the grant of options (and the exercise thereof) to purchase Capital Stock
of the Company or similar rights to employees and directors of the Company
pursuant to plans approved by the Board of Directors, (iv) loans or advances to
officers, directors or employees in the ordinary course of business, but in any
event not to exceed $2.0 million in the aggregate outstanding at any one time,
(v) the payment of reasonable fees to directors of the Company and its
Subsidiaries who are not employees of the Company or its Subsidiaries and other
reasonable fees, compensation, benefits and indemnities paid or entered into by
the Company or its Restricted Subsidiaries in the ordinary course of business to
or with the officers, directors or employees of the Company and its Restricted
Subsidiaries, (vi) any transaction between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries, (vii) the provision by Persons
<PAGE>   49

49

who may be deemed Affiliates or stockholders of the Company (other than Chase
Capital Partners and Persons directly or indirectly controlled by Chase Capital
Partners) of investment banking, commercial banking, trust, lending or
financing, investment, underwriting, placement agent, financial advisory or
similar services to the Company or its Subsidiaries performed after the Closing
Date, (viii) sales of Capital Stock to Permitted Holders approved by a majority
of the members of the Board of Directors who do not have a material direct or
indirect financial interest in or with respect to the transaction being
considered, or (ix) the existence or performance by the Company or any
Restricted Subsidiary under any agreement as in effect as of the Closing Date
(including the Recapitalization Agreement and the agreements to be entered into
pursuant thereto or any amendment thereto) or replacement agreement therefor or
any transaction contemplated thereby (including pursuant to any amendment
thereto or replacement agreement therefor) so long as such amendment or
replacement is not more disadvantageous to the Holders of the Securities in any
material respect than the original agreement as in effect on the Closing Date.

              SECTION 4.08. Change of Control. (a) Upon a Change of Control,
each Holder shall have the right to require that the Company repurchase all or
any part of such Holder's Securities at a purchase price in cash equal to 101%
of the principal amount thereof plus accrued and unpaid interest and liquidated
damages, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest and liquidated damages,
if any, due on the relevant interest payment date), in accordance with the terms
contemplated in Section 4.08(b); provided, however, that notwithstanding the
occurrence of a Change of Control, the Company shall not be obligated to
repurchase the Securities pursuant to this Section 4.08 in the event that it has
exercised its right to redeem all the Securities under paragraph 5 of the
Securities. In the event that at the time of such Change of Control the terms of
any agreement governing Bank Indebtedness of the Company or its Subsidiaries
restrict or prohibit the repurchase of Securities pursuant to this Section 4.08,
then prior to the mailing of the notice to Holders provided for in Section
4.08(b) below but in any event within 30 days following any Change of Control,
the Company shall (i) repay in full all such Bank Indebtedness or offer to repay
in full all such Bank Indebtedness and repay the Bank Indebtedness of each
lender who has accepted such offer or (ii) obtain the requisite consent of the
lenders under such agreements to permit the repurchase of the Securities as
provided for in Section 4.08(b).

              (b) Within 30 days following any Change of Control (except as
provided in the proviso to the first sentence of Section 4.08(a)), the Company
shall mail a notice to each Holder with a copy to the Trustee (the "Change of
Control Offer") stating:

              (i) that a Change of Control has occurred and that such Holder has
       the right to require the Company to purchase all or a portion (in
       integral multiples of $1,000) of such Holder's Securities at a purchase
       price in cash equal to 101% of the principal amount thereof, plus accrued
       and unpaid interest and liquidated damages, if any, to the date of
       repurchase (subject to the right of Holders of record on the relevant
       record date to receive interest and liquidated damages, if any, due on
       the relevant interest payment date);

              (ii) the circumstances and relevant facts and financial
       information regarding such Change of Control;
<PAGE>   50

50

              (iii) the repurchase date (which shall be no earlier than 30 days
       nor later than 60 days from the date such notice is mailed); and

              (iv) the instructions determined by the Company, consistent with
       this Section, that a Holder must follow in order to have its Securities
       purchased.

              (c) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased. Holders whose
Securities are purchased only in part shall be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.

              (d) On the purchase date, all Securities purchased by the Company
under this Section shall be delivered to the Trustee for cancelation, and the
Company shall pay the purchase price plus accrued and unpaid interest and
liquidated damages, if any, to the Holders entitled thereto.

              (e) Notwithstanding the foregoing provisions of this Section, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in Section
4.08(b) applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

              (f) At the time the Company delivers Securities to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this Section 4.08. A
Security shall be deemed to have been accepted for purchase at the time the
Trustee, directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.

              (g) Prior to any Change of Control Offer, the Company shall
deliver to the Trustee an Officers' Certificate stating that all conditions
precedent contained herein to the right of the Company to make such offer have
been complied with.

              (h) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.
<PAGE>   51

51

              SECTION 4.09. Compliance Certificate. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate (which certificate may be the same certificate required by
TIA Section 314(a)(4)) stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

              SECTION 4.10. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

              SECTION 4.11. Future Note Guarantors. The Company shall cause each
Domestic Subsidiary and any other Restricted Subsidiary that guarantees any
Senior Indebtedness (other than a Foreign Subsidiary that guarantees Senior
Indebtedness Incurred by another Foreign Subsidiary) to become a Note Guarantor,
and, if applicable, execute and deliver to the Trustee a supplemental indenture
substantially in the form of Exhibit C pursuant to which such Domestic or other
Restricted Subsidiary will Guarantee payment of the Securities.

              SECTION 4.12. Limitation on Lines of Business. The Company shall
not, and shall not permit any Restricted Subsidiary to, engage in any business,
other than a Permitted Business, except that the Company and any of its
Restricted Subsidiaries may engage in a new business so long as the Company and
its Restricted Subsidiaries, taken as a whole, remain substantially engaged in a
Permitted Business.

                                   ARTICLE 5

                                Successor Company

              SECTION 5.01. (a) When Company May Merge or Transfer Assets. The
Company shall not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all its assets to, any Person, unless:

              (i) the resulting, surviving or transferee Person (the "Successor
       Company") shall be a corporation organized and existing under the laws of
       the United States of America, any State thereof or the District of
       Columbia and the Successor Company (if not the Company) shall expressly
       assume, by a supplemental indenture hereto, executed and delivered to the
       Trustee, in form satisfactory to the Trustee, all the obligations of the
       Company under the Securities and this Indenture;

              (ii) immediately after giving effect to such transaction (and
       treating any Indebtedness which becomes an obligation of the Successor
       Company or any Restricted Subsidiary as a result of such transaction as
       having been Incurred by the Successor Company or such Restricted
       Subsidiary at the time of such transaction), no Default shall have
       occurred and be continuing;
<PAGE>   52

52

              (iii) immediately after giving effect to such transaction, the
       Successor Company would be able to Incur an additional $1.00 of
       Indebtedness pursuant to Section 4.03(a); and

              (iv) the Company shall have delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that such
       consolidation, merger or transfer and such supplemental indenture (if
       any) comply with this Indenture.

              The Successor Company shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture, but
the predecessor Company in the case of a conveyance, transfer or lease of all or
substantially all its assets shall not be released from the obligation to pay
the principal of and interest on the Securities.

              (b) The Company shall not permit any Note Guarantor to consolidate
with or merge with or into any Person unless:

              (i) (1) the resulting, surviving or transferee Person will be a
       corporation, partnership or limited liability company organized and
       existing under the laws of the United States of America, any State
       thereof or the District of Columbia, and such Person (if not such Note
       Guarantor) shall expressly assume, by a supplemental indenture, executed
       and delivered to the Trustee, in form satisfactory to the Trustee, all
       the obligations of such Note Guarantor under its Note Guarantee; (2)
       immediately after giving effect to such transaction (and treating any
       Indebtedness which becomes an obligation of the resulting, surviving or
       transferee Person or any Restricted Subsidiary as a result of such
       transaction as having been Incurred by such Person or such Restricted
       Subsidiary at the time of such transaction), no Default shall have
       occurred and be continuing; and (3) the Company shall have delivered to
       the Trustee an Officers' Certificate and an Opinion of Counsel, each
       stating that such consolidation, merger or transfer and such supplemental
       indenture (if any) comply with this Indenture; or

              (ii) such transaction results in the Company receiving cash or
       other property (other than Capital Stock representing a controlling
       interest in the successor entity), and the transaction is made in
       compliance with Section 4.06.

              (c) Notwithstanding the foregoing, (i) any Restricted Subsidiary
may consolidate with, merge into or transfer or lease all or part of its
properties and assets to the Company or a Subsidiary that is a Note Guarantor
and (ii) the Company may merge with an Affiliate incorporated solely for (1) the
purpose of incorporating the Company or (2) organizing the Company in another
jurisdiction to realize tax or other benefits.

                                   ARTICLE 6

                              Defaults and Remedies

              SECTION 6.01. Events of Default. An "Event of Default" occurs if:

              (a) the Company defaults in any payment of interest on any
       Security or in any payment of liquidated damages, in each case, when the
       same becomes due
<PAGE>   53

53

       and payable, whether or not such payment shall be prohibited by Article
       10, and such default continues for a period of 30 days;

              (b) the Company (i) defaults in the payment of the principal of
       any Security when the same becomes due and payable at its Stated
       Maturity, upon required redemption or repurchase, upon declaration or
       otherwise, whether or not such payment shall be prohibited by Article 10
       or (ii) fails to redeem or purchase Securities when required pursuant to
       this Indenture or the Securities, whether or not such redemption or
       purchase shall be prohibited by Article 10;

              (c) the Company or any Note Guarantor fails to comply with Section
       5.01;

              (d) the Company or any Restricted Subsidiary fails to comply with
       Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11 or 4.12 (other
       than a failure to purchase Securities when required under Section 4.06 or
       4.08) and such failure continues for 45 days after the written notice
       specified below;

              (e) the Company or any Restricted Subsidiary fails to comply with
       any of its agreements in the Securities or this Indenture (other than
       those referred to in (a), (b), (c) or (d) above) and such failure
       continues for 60 days after the written notice specified below;

              (f) the principal amount of any Indebtedness of the Company or any
       Restricted Subsidiary is not paid within any applicable grace period
       after final maturity or the acceleration by the holders thereof because
       of a default and the aggregate principal amount of such Indebtedness
       unpaid or accelerated exceeds $10.0 million or its foreign currency
       equivalent at the time and such failure continues for 30 days after the
       written notice specified below;

              (g) the Company or any Significant Subsidiary pursuant to or
       within the meaning of any Bankruptcy Law:

                     (i) commences a voluntary case;

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

                     (iii) consents to the appointment of a Custodian of it or
              for any substantial part of its property; or

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

       or takes any comparable action under any foreign laws relating to
       insolvency;

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

                     (i) is for relief against the Company or any Significant
              Subsidiary in an involuntary case;
<PAGE>   54

54

                     (ii) appoints a Custodian of the Company or any Significant
              Subsidiary or for any substantial part of its property; or

                     (iii) orders the winding up or liquidation of the Company
              or any Significant Subsidiary;

       or any similar relief is granted under any foreign laws and the order or
       decree remains unstayed and in effect for 60 days;

              (i) any judgment or decree for the payment of money in excess of
       $10.0 million (net of any amounts with respect to which a reputable and
       creditworthy insurance company has acknowledged liability in writing) or
       its foreign currency equivalent against the Company or a Restricted
       Subsidiary if such judgment or decree becomes final and nonappealable and
       remains outstanding for a period of 60 days following such judgment and
       is not discharged, waived or the execution thereof stayed; or

              (j) any Note Guarantee of a Material Subsidiary ceases to be in
       full force and effect (except as contemplated by the terms thereof) or
       any Note Guarantor or Person acting by or on behalf of such Note
       Guarantor denies or disaffirms its obligations under this Indenture or
       any Note Guarantee and such Default continues for 10 days after the
       written notice specified below.

              The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

              The term "Bankruptcy Law" means Title 11, United States Code, or
any similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

              A Default under clause (d), (e), (f) or (j) above is not an Event
of Default until the Trustee or the Holders of at least 25% in principal amount
of the outstanding Securities notify the Company of the Default and the Company
or the Note Guarantor, as applicable, does not cure such Default within the time
specified after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default".

              The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event which is, or with the giving of notice or the lapse of time or both
would become, an Event of Default, its status and what action the Company is
taking or proposes to take with respect thereto.

              SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(g) or (h) with respect to the
Company) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Securities by written notice (specifying the
Event of Default and stating that
<PAGE>   55

55

the notice is a "notice of acceleration") to the Company may declare the
principal of and accrued but unpaid interest and liquidated damages on all the
Securities to be due and payable. Upon such a declaration, such principal and
interest and liquidated damages shall be due and payable immediately. If an
Event of Default specified in Section 6.01(g) or (h) with respect to the Company
occurs, the principal of and interest and liquidated damages on all the
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 Holders. The
Holders of a majority in principal amount of the Securities by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of acceleration. 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 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.

              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 Holder 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.

              SECTION 6.04. Waiver of Past Defaults. The Holders of a majority
in principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (a) a Default in the payment of the
principal of or interest on a Security, (b) a Default arising from the failure
to redeem or purchase any Security when required pursuant to the terms of this
Indenture or (c) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

              SECTION 6.05. Control by Majority. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

              SECTION 6.06. Limitation on Suits. (a) Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Holder may pursue any remedy with respect to this Indenture or the Securities
unless:
<PAGE>   56

56

              (i) the Holder gives to the Trustee written notice stating that an
       Event of Default is continuing;

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

              (iii) such Holder or Holders offer to the Trustee reasonable
       security or indemnity against any loss, liability or expense;

              (iv) the Trustee does not comply with the request within 60 days
       after receipt of the request and the offer of security or indemnity; and

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

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

              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 liquidated damages and interest on the
Securities held by such Holder, on or after the respective due dates expressed
or provided for in the Securities, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

              SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee 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 then due and
owing (together with interest on overdue principal and (to the extent lawful) on
any unpaid interest at the rate provided for in the Securities) and the amounts
provided for in 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 and the Holders allowed in
any judicial proceedings relative to the Company, any Subsidiary or Note
Guarantor, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

              SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:
<PAGE>   57


              FIRST: to the Trustee for amounts due under Section 7.07;

              SECOND: to holders of Senior Indebtedness of the Company to the
       extent required by Article 10 and to holders of Senior Indebtedness of
       the Note Guarantors to the extent required by Article 12;

              THIRD: to Holders for amounts due and unpaid on the Securities for
       principal and interest, ratably, and any liquidated damages without
       preference or priority of any kind, according to the amounts due and
       payable on the Securities for principal, interest and any liquidated
       damages and interest, respectively; and

              FOURTH: to the Company.

              The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section. At least 15 days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and amount to be paid.

              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 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount of the Securities.

              SECTION 6.12. Waiver of Stay or Extension Laws. Neither the
Company nor any Note Guarantor (to the extent it may lawfully do so) shall at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company and each Note Guarantor (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE 7

                                    Trustee

              SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise 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 such person's own affairs.

              (b) Except during the continuance of an Event of Default:
<PAGE>   58


58

              (i) the Trustee undertakes to perform such duties and only such
       duties as are specifically set forth in this Indenture and no implied
       covenants or obligations shall be read into this Indenture against the
       Trustee; and

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

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

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

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

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

              (iv) No provision of this Indenture shall require the Trustee to
       expend or risk its own funds or otherwise incur financial liability in
       the performance of any of its duties hereunder or in the exercise of any
       of its rights or powers, if it shall have reasonable grounds to believe
       that repayment of such funds or adequate indemnity against such risk or
       liability is not reasonably assured to it.

              (d) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

              (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

              (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

              (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

              SECTION 7.02. Rights of Trustee. (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.
<PAGE>   59

59

              (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

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

              (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute wilful misconduct or negligence.

              (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel with respect to legal matters relating to this
Indenture and the Securities 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 not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document unless requested in writing to do so
by the Holders of not less than a majority in principal amount of the Securities
at the time outstanding, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the Company's expense and
shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation.

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

              (h) The Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers'
Certificate may be signed by any person authorized to sign an Officers'
Certificate, including any person specified as so authorized in any certificate
previously delivered and not superseded.

              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 or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent or Registrar 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 Note Guarantee or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company or any Note Guarantor
in this Indenture or in any document
<PAGE>   60

60

issued in connection with the sale of the Securities or in the Securities other
than the Trustee's certificate of authentication. The Trustee shall not be
charged with knowledge of any Default or Event of Default under Sections
6.01(c), (d), (e), (f), (i) or (j) or of the identity of any Significant
Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof
or (b) the Trustee shall have received notice thereof in accordance with Section
13.02 hereof from the Company, any Note Guarantor or any Holder at the Corporate
Trust Office of the Trustee, such notice referencing the Securities and this
Indenture.

              SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within the earlier of 90 days after it occurs or 30
days after it is actually known to a Trust Officer. Except in the case of a
Default in payment of principal of or interest on any Security (including
payments pursuant to the mandatory redemption provisions of such Security, if
any), the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interests of Holders.

              SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Holder a brief report dated as of such May 15 that complies
with TIA Section 313(a) if and to the extent required thereby. The Trustee shall
also comply with TIA Section 313(b) and 313(c).

              A copy of each report at the time of its mailing to Holders shall
be filed with the SEC and each stock exchange (if any) on which the Securities
are listed. The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof.

              SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services as shall
be agreed to in writing from time to time by the Company and the Trustee. 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 out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Note Guarantor, jointly and severally, shall
indemnify the Trustee and any predecessor Trustee against any and all loss,
liability or expense (including reasonable attorneys' fees), including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee), incurred by or in connection with the administration of this trust and
the performance of its duties hereunder. The Trustee shall notify the Company of
any claim for which it may seek indemnity promptly upon obtaining actual
knowledge thereof; provided, however, that any failure so to notify the Company
shall not relieve the Company or any Note Guarantor of its indemnity obligations
hereunder. The Company shall defend the claim and the indemnified party shall
provide reasonable cooperation at the Company's expense in the defense. Such
indemnified parties may have separate counsel and the Company and the Note
Guarantors, as applicable shall pay the fees and expenses
<PAGE>   61


61

of such counsel; provided, however, that the Company shall not be required to
pay such fees and expenses if it assumes such indemnified parties' defense and,
in such indemnified parties' reasonable judgment, there is no conflict of
interest between the Company and the Note Guarantors, as applicable, and such
parties in connection with such defense. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by an
indemnified party through such party's own wilful misconduct, negligence or bad
faith.

              To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest and liquidated damages, if any, on particular
Securities.

              The Company's payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(g) or (h) with respect to the
Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

              SECTION 7.08. Replacement of Trustee. (a) The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:

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

              (ii) the Trustee is adjudged bankrupt or insolvent;

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

              (iv) the Trustee otherwise becomes incapable of acting.

              (b) If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

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

              (d) If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in

<PAGE>   62

62

principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee at the expense of the
Company.

              (e) If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder
who has been a bona fide holder of a Security for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

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

              SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

              In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

              SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). 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. The Trustee shall comply with TIA
Section 310(b); subject to its right to apply for a stay of its duty to resign
under the penultimate paragraph of 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.

              SECTION 7.11. Preferential Collection of Claims Against the
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship 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 8

                       Discharge of Indenture; Defeasance

              SECTION 8.01. Discharge of Liability on Securities; Defeasance.
(a) When (i) all outstanding Securities (other than Securities replaced or paid
pursuant to
<PAGE>   63

63

Section 2.07) have been canceled or delivered to the Trustee for
cancelation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article 3 hereof, and the Company irrevocably deposits with the
Trustee funds in an amount sufficient or U.S. Government Obligations, the
principal of and interest on which will be sufficient, or a combination thereof
sufficient, in the written opinion of a nationally recognized firm of
independent public accountants delivered to the Trustee (which delivery shall
only be required if U.S. Government Obligations have been so deposited), to pay
the principal of, premium (if any) and interest and liquidated damages, if any,
on the outstanding Securities when due at maturity or upon redemption of,
including interest thereon to maturity or such redemption date (other than
Securities replaced or paid pursuant to Section 2.07) and liquidated damages, if
any, and if in the case of both clause (i) and (ii) the Company pays all other
sums payable hereunder by the Company, then this Indenture shall, subject to
Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

              (b) Subject to Sections 8.01(c) and 8.02, the Company at any time
may terminate (i) all of its obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.11 and 4.12 and the operation of Section
5.01(a)(iii), 6.01(d), 6.01(f), 6.01(g) (with respect to Significant
Subsidiaries of the Company only), 6.01(h) (with respect to Significant
Subsidiaries of the Company only) 6.01(i) and 6.01(j) ("covenant defeasance
option"). The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. In the event that the
Company terminates all of its obligations under the Securities and this
Indenture by exercising its legal defeasance option or its covenant defeasance
option, the obligations under the Note Guarantees shall each be terminated
simultaneously with the termination of such obligations.

              If the Company exercises its legal defeasance option, payment of
the Securities may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Section 6.01(d),
6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with
respect to Significant Subsidiaries only), 6.01(i) or 6.01(j) or because of the
failure of the Company to comply with Section 5.01(a)(iii).

              Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

              (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07, 7.08 and in
this Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06
shall survive.

              SECTION 8.02. (a) Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:
<PAGE>   64

64

              (i) the Company irrevocably deposits in trust with the Trustee
       money in an amount sufficient or U.S. Government Obligations, the
       principal of and interest on which will be sufficient, or a combination
       thereof sufficient, to pay the principal of, premium (if any) and
       interest, on the Securities when due at maturity or redemption, as the
       case may be, including interest thereon to maturity or such redemption
       date and liquidated damages (if any);

              (ii) the Company delivers to the Trustee a certificate from a
       nationally recognized firm of independent accountants expressing their
       opinion that the payments of principal and interest when due and without
       reinvestment on the deposited U.S. Government Obligations plus any
       deposited money without investment will provide cash at such times and in
       such amounts as will be sufficient to pay principal, premium, if any,
       interest and liquidated damages, if any, when due on all the Securities
       to maturity or redemption, as the case may be;

              (iii) 123 days pass after the deposit is made and during the
       123-day period no Default specified in Section 6.01(g) or (h) with
       respect to the Company occurs which is continuing at the end of the
       period;

              (iv) the deposit does not constitute a default under any other
       agreement binding on the Company and is not prohibited by Article 10;

              (v) the Company delivers to the Trustee an Opinion of Counsel to
       the effect that the trust resulting from the deposit does not constitute,
       or is qualified as, a regulated investment company under the Investment
       Company Act of 1940;

              (vi) in the case of the legal defeasance option, the Company shall
       have delivered to the Trustee an Opinion of Counsel stating that (1) the
       Company has received from, or there has been published by, the Internal
       Revenue Service a ruling, or (2) 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 deposit and 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 deposit and legal defeasance had not occurred;

              (vii) in the case of the covenant defeasance option, the Company
       shall have delivered to the Trustee an Opinion of Counsel to the effect
       that the Holders will not recognize income, gain or loss for Federal
       income tax purposes as a result of such deposit and 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
       deposit and covenant defeasance had not occurred; and

              (viii) the Company delivers to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent to the defeasance and discharge of the Securities as
       contemplated by this Article 8 have been complied with.
<PAGE>   65

65

              (b) Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

              (c) Notwithstanding the foregoing, the Opinion of Counsel required
by clause (vi) above need not be delivered if all Notes not theretofore
delivered to the Trustee for cancelation have become due and payable.

              SECTION 8.03. Application of Trust Money. The Trustee shall hold
in trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest and liquidated damages, if any, on the
Securities. Money and securities so held in trust are not subject to Article 10
or 12.

              SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any money or U.S.
Government Obligations held by it as provided in this Article which, in the
written opinion of nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if U.S.
Government Obligations have been so deposited), are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
discharge or defeasance in accordance with this Article.

              Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon written request any money held by
them for the payment of principal, interest or liquidated damages (if any) that
remains unclaimed for two years, and, thereafter, Holders entitled to the money
must look to the Company for payment as general creditors, and the Trustee and
the Paying Agent shall have no further liability with respect to such monies.

              SECTION 8.05. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

              SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if the
Company has made any payment of principal of or interest or liquidated damages
on, 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 money or U.S. Government Obligations held by the Trustee
or Paying Agent.


<PAGE>   66


66
                                    ARTICLE 9

                                   Amendments

              SECTION 9.01. Without Consent of Holders. The Company, the Note
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Holder:

              (i) to cure any ambiguity, omission, defect or inconsistency;

              (ii) to comply with Article 5;

              (iii) to provide for uncertificated Securities in addition to or
       in place of certificated Securities; provided, however, that the
       uncertificated Securities are issued in registered form for purposes of
       Section 163(f) of the Code or in a manner such that the uncertificated
       Securities are described in Section 163(f)(2)(B) of the Code;

              (iv) to make any change in Article 10 or Article 12 that would
       limit or terminate the benefits available to any holder of Senior
       Indebtedness of the Company or a Note Guarantor (or Representatives
       thereof) under Article 10 or Article 12, respectively;

              (v) to add additional Guarantees with respect to the Securities or
       to secure the Securities;

              (vi) to add to the covenants of the Company for the benefit of the
       Holders or to surrender any right or power herein conferred upon the
       Company;

              (vii) to comply with any requirement of the SEC in connection with
       qualifying, or maintaining the qualification of, this Indenture under the
       TIA;

              (viii) to make any change that does not materially and adversely
       affect the rights of any Holder under the provisions of this Indenture;
       or

              (ix) to provide for the issuance of the Exchange Notes or Private
       Exchange Notes, which shall have terms substantially identical in all
       material respects to the Initial Securities (except that the transfer
       restrictions and liquidated damages provisions contained in the Initial
       Securities shall be modified or eliminated, as appropriate), and which
       shall be treated, together with any outstanding Initial Securities, as a
       single issue of securities.

              After an amendment under this Section 9.01 becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.01.

              SECTION 9.02. With Consent of Holders. (a) The Company, the Note
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Holder but with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities) and compliance with any provisions of
<PAGE>   67

67

this Indenture may be waived with the written consent of the Holders of at least
a majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange offer for the
Securities). However, without the consent of each Holder affected, an amendment
or waiver may not:

              (i) reduce the amount of Securities whose Holders must consent to
       an amendment;

              (ii) reduce the rate of or extend the time for payment of interest
       or any liquidated damages on any Security;

              (iii) reduce the principal of or extend the Stated Maturity of any
       Security;

              (iv) reduce the premium payable upon the redemption of any
       Security or change the time at which any Security may be redeemed in
       accordance with Article 3;

              (v) make any Security payable in money other than that stated in
       the Security;

              (vi) make any change in Article 10 or Article 12 that adversely
       affects the rights of any Holder under Article 10 or Article 12;

              (vii) make any change in Section 6.04 or 6.07 or the second
       sentence of this Section 9.02; or

              (viii) modify the Note Guarantees in any manner adverse to the
       Holders.

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

              After an amendment under this Section 9.02 becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.02.

              SECTION 9.03. Compliance with Trust Indenture Act. Every amendment
to this Indenture or the Securities shall comply with the TIA as then in effect.

              SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date on which the Trustee receives an Officers'
Certificate from the Company certifying that the requisite number of consents
have been received. After an amendment or waiver becomes effective, it shall
bind every Holder. An amendment or waiver becomes effective upon the (i) receipt
by the Company or the Trustee of the requisite number of consents, (ii)
satisfaction of conditions to
<PAGE>   68

68

effectiveness as set forth in this Indenture and any indenture supplemental
hereto containing such amendment or waiver and (iii) execution of such amendment
or waiver (or supplemental indenture) by the Company and the Trustee.

              (b) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding 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 give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

              SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. 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 to issue a new Security shall not affect the validity of such
amendment.

              SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Company and the Note
Guarantors enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section
9.03).

                                   ARTICLE 10

                                  Subordination

              SECTION 10.01. Agreement to Subordinate. The Company agrees, and
each Holder by accepting a Security agrees, that the Indebtedness evidenced by
the Securities is subordinated in right of payment, to the extent and in the
manner provided in this Article 10, to the prior payment in full of all Senior
Indebtedness of the Company and that the subordination is for the benefit of and
enforceable by the holders of such Senior Indebtedness. The Securities shall in
all respects rank pari passu with all other Senior Subordinated Indebtedness of
the Company and shall rank senior to all existing and future Subordinated
Obligations of the Company; and only Indebtedness of the Company that is Senior
Indebtedness of the Company shall rank senior to the Securities in accordance
with the provisions set forth herein. For purposes of this Article 10, the
Indebtedness evidenced by the Securities shall be deemed to include any
liquidated damages payable pursuant to the provisions set forth in the
Securities and the
<PAGE>   69


69

Registration Agreement. All provisions of this Article 10 shall be subject to
Section 10.12.

              SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:

              (a) holders of Senior Indebtedness of the Company shall be
       entitled to receive payment in full of such Senior Indebtedness before
       Holders shall be entitled to receive any payment of principal of or
       interest on the Securities; and

              (b) until the Senior Indebtedness of the Company is paid in full ,
       any payment or distribution to which Holders would be entitled but for
       this Article 10 shall be made to holders of such Senior Indebtedness as
       their interests may appear, except that Holders of the Securities may
       receive Capital Stock and any debt securities that are subordinated to
       such Senior Indebtedness to at least the same extent as the Securities.

              SECTION 10.03. Default on Designated Senior Indebtedness. The
Company may not pay the principal of, premium (if any) or interest on the
Securities or make any deposit pursuant to Section 8.01 and may not otherwise
repurchase, redeem or otherwise retire any Securities (collectively, "pay the
Securities") if (a) any principal of, interest on, unpaid drawings for letters
of credit in respect of, or regularly accruing fees with respect to any,
Designated Senior Indebtedness of the Company is not paid when due or (b) any
other default on such Designated Senior Indebtedness occurs and the maturity of
such Designated Senior Indebtedness is accelerated in accordance with its terms
unless, in either case, (i) the default has been cured or waived and any such
acceleration has been rescinded or (ii) such amounts due under Designated Senior
Indebtedness have been paid in full; provided, however, that the Company may pay
the Securities without regard to the foregoing if the Company and a Trust
Officer of the Trustee receive written notice approving such payment from the
Representative of such Designated Senior Indebtedness with respect to which
either of the events set forth in clause (a) or (b) of this sentence has
occurred and is continuing. During the continuance of any default (other than a
default described in clause (a) or (b) of the preceding sentence) with respect
to any Designated Senior Indebtedness of the Company pursuant to which the
maturity thereof may be accelerated immediately without further notice (except
such notice as may be required to effect such acceleration) or the expiration of
any applicable grace periods, the Company may not pay the Securities for a
period (a "Payment Blockage Period") commencing upon the receipt by a Trust
Officer of the Trustee (with a copy to the Company) of written notice specified
as a "notice of default" and describing with particularity the default under
such Designated Senior Indebtedness (a "Blockage Notice") of such default from
the Representative of such Designated Senior Indebtedness specifying an election
to effect a Payment Blockage Period and ending 179 days thereafter (or earlier
if such Payment Blockage Period is terminated (a) by written notice to the
Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (b) by repayment in full of such Designated Senior Indebtedness or (c)
because the default giving rise to such Blockage Notice is no longer
continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but
<PAGE>   70


70

subject to the provisions contained in the first sentence of this Section),
unless the holders of such Designated Senior Indebtedness or the Representative
of such holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Company may resume payments on the Securities after the end of
such Payment Blockage Period, including any missed payments. Not more than one
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to Designated Senior Indebtedness during
such period; provided, however, that if any Blockage Notice within such 360-day
period is given by or on behalf of any holders of Designated Senior Indebtedness
other than the Bank Indebtedness, the Representative of the Bank Indebtedness
may give another Blockage Notice within such period; provided further, however,
that in no event may the total number of days during which any Payment Blockage
Period or Periods is in effect exceed 179 days in the aggregate during any 360
consecutive day period. For purposes of this Section, no default or event of
default that existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period shall be, or be made, the basis of the
commencement of a subsequent Payment Blockage Period by the Representative of
such Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured
or waived for a period of not less than 90 consecutive days.

              SECTION 10.04. Acceleration of Payment of Securities. 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 Designated Senior
Indebtedness of the Company (or their Representative) of the acceleration. If
any Designated Senior Indebtedness of the Company is outstanding, the Company
may not pay the Securities until five Business Days after such holders or the
Representative of such Designated Senior Indebtedness receive notice of such
acceleration and, thereafter, may pay the Securities only if this Article 10
otherwise permits payment at that time.

              SECTION 10.05. When Distribution Must Be Paid Over. If a payment
or distribution is made to Holders that because of this Article 10 should not
have been made to them, the Holders who receive the distribution shall hold such
payment or distribution in trust for holders of Senior Indebtedness of the
Company and pay it over to them as their interests may appear.

              SECTION 10.06. Subrogation. After all Senior Indebtedness of the
Company is paid in full and until the Securities are paid in full, Holders shall
be subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article 10 to holders of such Senior Indebtedness which otherwise would have
been made to Holders is not, as between the Company and Holders, a payment by
the Company on such Senior Indebtedness.

              SECTION 10.07. Relative Rights. This Article 10 defines the
relative rights of Holders and holders of Senior Indebtedness of the Company.
Nothing in this Indenture shall:

              (a) impair, as between the Company and Holders, the obligation of
       the Company, which is absolute and unconditional, to pay principal of and
       interest
<PAGE>   71

71

       and liquidated damages, if any, on the Securities in accordance with
       their terms; or

              (b) prevent the Trustee or any Holder from exercising its
       available remedies upon a Default, subject to the rights of holders of
       Senior Indebtedness of the Company to receive distributions otherwise
       payable to Holders.

              SECTION 10.08. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

              SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 10.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than three
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives written notice satisfactory to it that payments may not be made under
this Article 10. The Company, the Registrar, the Paying Agent, a Representative
or a holder of Senior Indebtedness of the Company may give the notice; provided,
however, that, if an issue of Senior Indebtedness of the Company has a
Representative, only the Representative may give the notice.

              The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness of the Company which may at
any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07 or any other Section
of this Indenture.

              SECTION 10.10. Distribution or Notice to Representative. Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative (if any).

              SECTION 10.11. Article 10 Not to Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 10 shall have
any effect on the right of the Holders or the Trustee to accelerate the maturity
of the Securities.

              SECTION 10.12. Trust Monies Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest and liquidated damages, if any, on the
Securities shall not be subordinated to the prior payment of any Senior
Indebtedness of the Company or subject to the restrictions set forth in this
Article 10, and none of the Holders shall be obligated to
<PAGE>   72

72

pay over any such amount to the Company or any holder of Senior Indebtedness of
the Company or any other creditor of the Company.

              SECTION 10.13. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Holders or
(c) upon the Representatives for the holders of Senior Indebtedness of the
Company for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of such Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 10, 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. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 10.

              SECTION 10.14. Trustee to Effectuate Subordination. Each Holder by
accepting a Security authorizes and directs the Trustee on his, her or its
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of the Company as provided in this Article 10 and appoints the
Trustee as attorney-in-fact for any and all such purposes.

              SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Holders or the
Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 10 or
otherwise.

              SECTION 10.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Holder by accepting a Security acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness of
the Company, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.
<PAGE>   73

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                                   ARTICLE 11

                                 Note Guarantees

              SECTION 11.01. (a) Note Guarantees. Each Note Guarantor hereby
jointly and severally and unconditionally guarantees, as a primary obligor and
not merely as a surety, to each Holder and to the Trustee and its successors and
assigns (i) the full and punctual payment when due, whether at Stated Maturity,
by acceleration, by redemption or otherwise, of all obligations of the Company
under this Indenture (including obligations to the Trustee) and the Securities,
whether for payment of principal of, interest on or liquidated damages, if any,
in respect of the Securities and all other monetary obligations (to the fullest
extent permitted by applicable law) of the Company under this Indenture and the
Securities and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Company whether for fees, expenses,
indemnification or otherwise under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the "Guaranteed Obligations").
To the fullest extent permitted by applicable law, each Note Guarantor further
agrees that the Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice or further assent from each such Note Guarantor, and
that each such Note Guarantor shall remain bound under this Article 11
notwithstanding any extension or renewal of any Guaranteed Obligation.

              (b) Each Note Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Note Guarantor waives notice of
any default under the Securities or the Guaranteed Obligations. The obligations
of each Note Guarantor hereunder shall not be affected by (i) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person under this Indenture, the
Securities or any other agreement or otherwise; (ii) any extension or renewal of
any thereof; (iii) any rescission, waiver, amendment or modification of any of
the terms or provisions of this Indenture, the Securities or any other
agreement; (iv) the release of any security held by any Holder or the Trustee
for the Guaranteed Obligations or any of them; (v) the failure of any Holder or
Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (vi) any change in the ownership of such Note
Guarantor, except as provided in Section 11.02(b).

              (c) Each Note Guarantor hereby waives any right to which it may be
entitled to have its obligations hereunder divided among the Note Guarantors,
such that such Note Guarantor's obligations would be less than the full amount
claimed. Each Note Guarantor hereby waives any right to which it may be entitled
to have the assets of the Company first be used and depleted as payment of the
Company's or such Note Guarantor's obligations hereunder prior to any amounts
being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor
hereby waives any right to which it may be entitled to require that the Company
be sued prior to an action being initiated against such Note Guarantor.

              (d) Each Note Guarantor further agrees that its Note Guarantee
herein constitutes a guarantee of payment, performance and compliance when due
(and not a
<PAGE>   74

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guarantee of collection) and waives any right to require that any resort be had
by any Holder or the Trustee to any security held for payment of the Guaranteed
Obligations.

              (e) The Note Guarantee of each Note Guarantor is, to the extent
and in the manner set forth in Article 12, subordinated and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Indebtedness of the relevant Note Guarantor and is
made subject to such provisions of this Indenture.

              (f) Except as expressly set forth in Sections 8.01(b), 11.02 and
11.06, the obligations of each Note Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Note Guarantor herein shall not be discharged
or impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, wilful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Note Guarantor or would otherwise operate as a discharge of any Note
Guarantor as a matter of law or equity.

              (g) Each Note Guarantor agrees that its Note Guarantee shall
remain in full force and effect until payment in full of all the Guaranteed
Obligations or such Note Guarantee is released upon the merger or the sale of
all the Capital Stock or assets of the Note Guarantor in compliance with Section
4.06 or Article 5. Each Note Guarantor further agrees that its Note Guarantee
herein shall, to the fullest extent permitted by applicable law, continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest or liquidated damages, if any, on any
Guaranteed Obligation is rescinded or must otherwise be restored by any Holder
or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.

              (h) In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Note Guarantor by virtue hereof, upon the failure of the Company to pay the
principal of or interest or liquidated damages, if any, on any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any other
Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in
cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Guaranteed Obligations, (ii) accrued and unpaid
interest on such Guaranteed Obligations (but only to the extent not prohibited
by law) and (iii) all other monetary obligations of the Company to the Holders
and the Trustee.

              (i) Each Note Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations
<PAGE>   75

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guaranteed hereby until payment in full of all Guaranteed Obligations and all
obligations to which the Guaranteed Obligations are subordinated as provided in
Article 12. Each Note Guarantor further agrees that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, to the fullest extent
permitted by applicable law, (i) the maturity of the Guaranteed Obligations
guaranteed hereby may be accelerated as provided in Article 6 for the purposes
of any Note Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed
Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such Guaranteed Obligations as provided in Article 6, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become
due and payable by such Note Guarantor for the purposes of this Section 11.01.

              (j) Each Note Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section 11.01.

              (k) Upon request of the Trustee, each Note Guarantor shall execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

              SECTION 11.02. Limitation on Liability. (a) Any term or provision
of this Indenture to the contrary notwithstanding, the maximum aggregate amount
of the Guaranteed Obligations guaranteed hereunder by any Note Guarantor shall
not exceed the maximum amount that can be hereby guaranteed without rendering
this Indenture, as it relates to such Note Guarantor, void or voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

              (b) A Note Guarantee as to any Note Guarantor that is a Subsidiary
of the Company shall terminate and be of no further force or effect and such
Note Guarantor shall be deemed to be released from all obligations under this
Article 11 upon (A) the merger or consolidation of such Note Guarantor with or
into any Person other than the Company or a Subsidiary or Affiliate of the
Company where such Note Guarantor is not the surviving entity of such
consolidation or merger or (B) the sale by the Company or any Subsidiary of the
Company (or any pledgee of the Company) of the Capital Stock of such Note
Guarantor (or by any other Person as a result of a foreclosure of any lien on
such Capital Stock securing Senior Indebtedness), where, after such sale, such
Note Guarantor is no longer a Subsidiary of the Company; provided, however, that
each such merger, consolidation or sale (or, in the case of a sale by such a
pledgee, the disposition of the proceeds of such sale actually received by the
Company or any of its Subsidiaries) shall comply with Section 4.06 and Section
5.01(b) and (ii) such Note Guarantor being released from its Guarantee of, and
all pledges and security interests granted in connection with, the Credit
Agreement and any other Indebtedness of the Company or any Subsidiary of the
Company.

              (c) In addition, a Note Guarantee of any Note Guarantor that is a
Subsidiary of the Company shall terminate and be of no further force or effect
and such Note Guarantor shall be deemed to be released from all obligations
under this Article 11 upon the Issuer's designation of such Note Guarantor as an
Unrestricted Subsidiary,
<PAGE>   76

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provided that such designation complies with the other applicable provisions of
this Indenture.

              At the request of the Company, the Trustee shall execute and
deliver an appropriate instrument evidencing such release (in the form provided
by the Company).

              SECTION 11.03. Successors and Assigns. This Article 11 shall be
binding upon each Note Guarantor and its successors and assigns and shall inure
to the benefit of the successors and assigns of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Securities shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

              SECTION 11.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article 11
at law, in equity, by statute or otherwise.

              SECTION 11.05. Modification. No modification, amendment or waiver
of any provision of this Article 11, nor the consent to any departure by any
Note Guarantor therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Trustee, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.
No notice to or demand on any Note Guarantor in any case shall entitle such Note
Guarantor to any other or further notice or demand in the same, similar or other
circumstances.

              SECTION 11.06. Execution of Supplemental Indenture for Future Note
Guarantors. Each Subsidiary which is required to become a Note Guarantor
pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit C hereto pursuant to which such
Subsidiary shall become a Note Guarantor under this Article 11 and shall
guarantee the Guaranteed Obligations. Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Note Guarantee of such Note Guarantor
is a valid and binding obligation of such Note Guarantor, enforceable against
such Note Guarantor in accordance with its terms and or to such other matters as
the Trustee may reasonably request.

              SECTION 11.07. Non-Impairment. The failure to endorse a Note
Guarantee on any Security shall not affect or impair the validity thereof.
<PAGE>   77

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                                   ARTICLE 12

                      Subordination of the Note Guarantees

              SECTION 12.01. Agreement To Subordinate. Each Note Guarantor
agrees, and each Holder by accepting a Security agrees, that the obligations of
a Note Guarantor hereunder are subordinated in right of payment, to the extent
and in the manner provided in this Article 12, to the prior payment in full of
all Senior Indebtedness of such Note Guarantor and that the subordination is for
the benefit of and enforceable by the holders of such Senior Indebtedness of
such Note Guarantor. The obligations hereunder with respect to a Note Guarantor
shall in all respects rank pari passu with all other Senior Subordinated
Indebtedness of such Note Guarantor and shall rank senior to all existing and
future Subordinated Obligations of such Note Guarantor; and only Indebtedness of
such Note Guarantor that is Senior Indebtedness of such Note Guarantor shall
rank senior to the obligations of such Note Guarantor in accordance with the
provisions set forth herein.

              SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of a Note Guarantor to creditors upon a
total or partial liquidation or a total or partial dissolution of such Note
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to such Note Guarantor and its properties:

              (a) holders of Senior Indebtedness of such Note Guarantor shall be
       entitled to receive payment in full of such Senior Indebtedness before
       Holders shall be entitled to receive any payment pursuant to any
       Guaranteed Obligations from such Note Guarantor; and

              (b) until the Senior Indebtedness of such Note Guarantor is paid
       in full, any payment or distribution to which Holders would be entitled
       but for this Article 12 shall be made to holders of such Senior
       Indebtedness as their respective interests may appear, except that
       Holders may receive Capital Stock and any debt securities that are
       subordinated to such Senior Indebtedness to at least the same extent as
       the Note Guarantees.

              SECTION 12.03. Default on Designated Senior Indebtedness of a Note
Guarantor. A Note Guarantor may not make any payment pursuant to any of the
Guaranteed Obligations or repurchase, redeem or otherwise retire any Securities
(collectively, "pay its Guarantee") if (a) any Designated Senior Indebtedness of
such Note Guarantor is not paid when due or (b) any other default on Designated
Senior Indebtedness of such Note Guarantor occurs and the maturity of such
Designated Senior Indebtedness is accelerated in accordance with its terms
unless, in either case, (i) the default has been cured or waived and any such
acceleration has been rescinded or (ii) such Designated Senior Indebtedness has
been paid in full; provided, however, that such Note Guarantor may pay its
Guarantee without regard to the foregoing if such Note Guarantor and a Trust
Officer of the Trustee receive written notice approving such payment from the
Representative of the holders of such Designated Senior Indebtedness with
respect to which either of the events in clause (a) or (b) of this sentence has
occurred and is continuing. During the continuance of any default (other than a
default described in clause (a) or (b) of the preceding sentence) with respect
to any Designated Senior Indebtedness of a Note Guarantor pursuant to which the
maturity thereof may be
<PAGE>   78

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accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, such Note Guarantor may not pay its Guarantee for a period (a
"Guarantee Payment Blockage Period") commencing upon the receipt by a Trust
Officer of the Trustee (with a copy to such Note Guarantor and the Company) of
written notice specified as a "notice of default" and describing with
particularity the default under such Designated Senior Indebtedness (a
"Guarantee Blockage Notice") of such default from the Representative of the
holders of the Designated Senior Indebtedness of such Note Guarantor specifying
an election to effect a Guarantee Payment Blockage Period and ending 179 days
thereafter (or earlier if such Guarantee Payment Blockage Period is terminated
(a) by written notice to the Trustee (with a copy to such Note Guarantor and the
Company) from the Person or Persons who gave such Guarantee Blockage Notice, (b)
because such Designated Senior Indebtedness has been repaid in full or (c)
because the default giving rise to such Guarantee Blockage Notice is no longer
continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section 12.03), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, such Note Guarantor may resume
to paying its Note Guarantee after such Guarantee Payment Blockage Period,
including any missed payments. Not more than one Guarantee Blockage Notice may
be given with respect to a Note Guarantor in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated Senior
Indebtedness of such Note Guarantor during such period; provided, however, that
if any Guarantee Blockage Notice within such 360-day period is given by or on
behalf of any holders of Designated Senior Indebtedness of such Note Guarantor
other than the Bank Indebtedness, the Representative of the Bank Indebtedness
may give another Guarantee Blockage Notice within such period; provided further,
however, that in no event may the total number of days during which any
Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period. For purposes of this Section
12.03, no default or event of default that existed or was continuing on the date
of the commencement of any Guarantee Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period
shall be, or be made, the basis of the commencement of a subsequent Guarantee
Payment Blockage Period by the Representative of such Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default shall have been cured or waived for a period of
not less than 90 consecutive days.

              SECTION 12.04. Demand for Payment. If payment of the Securities is
accelerated because of an Event of Default and a demand for payment is made on a
Note Guarantor pursuant to Article 11, the Trustee (provided that a Trust
Officer of the Trustee shall have received written notice from the Company, such
Note Guarantor or a Representative identifying such Designated Senior
Indebtedness, on which notice the Trustee shall be entitled to conclusively
rely) shall promptly notify the holders of the Designated Senior Indebtedness of
such Note Guarantor (or the Representative of such holders) of such demand. If
any Designated Senior Indebtedness of such Note Guarantor is outstanding, such
Note Guarantor may not pay its Guarantee until five Business Days after such
holders or the Representative of the holders of the Designated Senior
Indebtedness of such Note Guarantor receive notice of such demand and,
thereafter, may pay its Guarantee only if this Article 12 otherwise permits
payment at that time.
<PAGE>   79

79

              SECTION 12.05. When Distribution Must Be Paid Over. If a payment
or distribution is made to Holders that because of this Article 12 should not
have been made to them, the Holders who receive the payment or distribution
shall hold such payment or distribution in trust for holders of the Senior
Indebtedness of the relevant Note Guarantor and pay it over to them as their
respective interests may appear.

              SECTION 12.06. Subrogation. After all Senior Indebtedness of a
Note Guarantor is paid in full and until the Securities are paid in full in
cash, Holders shall be subrogated to the rights of holders of Senior
Indebtedness of such Note Guarantor to receive distributions applicable to
Designated Senior Indebtedness of such Note Guarantor. A distribution made under
this Article 12 to holders of Senior Indebtedness of such Note Guarantor which
otherwise would have been made to Holders is not, as between such Note Guarantor
and Holders, a payment by such Note Guarantor on Senior Indebtedness of such
Note Guarantor.

              SECTION 12.07. Relative Rights. This Article 12 defines the
relative rights of Holders and holders of Senior Indebtedness of a Note
Guarantor. Nothing in this Indenture shall:

              (a) impair, as between a Note Guarantor and Holders, the
       obligation of a Note Guarantor which is absolute and unconditional, to
       make payments with respect to the Guaranteed Obligations to the extent
       set forth in Article 11; or

              (b) prevent the Trustee or any Holder from exercising its
       available remedies upon a default by a Note Guarantor under its
       obligations with respect to the Guaranteed Obligations, subject to the
       rights of holders of Senior Indebtedness of such Note Guarantor to
       receive distributions otherwise payable to Holders.

              SECTION 12.08. Subordination May Not Be Impaired by a Note
Guarantor. No right of any holder of Senior Indebtedness of a Note Guarantor to
enforce the subordination of the obligations of such Note Guarantor hereunder
shall be impaired by any act or failure to act by such Note Guarantor or by its
failure to comply with this Indenture.

              SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 12.03, the Trustee or the Paying Agent may continue to make payments on
the Guaranteed Obligations and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than three Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives written notice satisfactory to it that payments
may not be made under this Article 12. A Note Guarantor, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness of a Note Guarantor may give the notice; provided, however, that if
an issue of Senior Indebtedness of a Note Guarantor has a Representative, only
the Representative may give the notice.

              The Trustee in its individual or any other capacity may hold
Senior Indebtedness of a Note Guarantor with the same rights it would have if it
were not Trustee. The Registrar and co-registrar and the Paying Agent may do the
same with like
<PAGE>   80

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rights. The Trustee shall be entitled to all the rights set forth in this
Article 12 with respect to any Senior Indebtedness of a Note Guarantor which may
at any time be held by it, to the same extent as any other holder of Senior
Indebtedness of such Note Guarantor; and nothing in Article 7 shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article 12 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
7.07 or any other Section of this Indenture.

              SECTION 12.10. Distribution or Notice to Representative. Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness
of a Note Guarantor, the distribution may be made and the notice given to their
Representative (if any).

              SECTION 12.11. Article 12 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure of a Note Guarantor to make a payment on
any of its Guaranteed Obligations by reason of any provision in this Article 12
shall not be construed as preventing the occurrence of a default by such Note
Guarantor under such obligations. Nothing in this Article 12 shall have any
effect on the right of the Holders or the Trustee to make a demand for payment
on a Note Guarantor pursuant to Article 11.

              SECTION 12.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Holders or
(c) upon the Representatives for the holders of Senior Indebtedness of a Note
Guarantor for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Indebtedness of a Note
Guarantor and other Indebtedness of a Note 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 12. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of a Note Guarantor to
participate in any payment or distribution pursuant to this Article 12, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of such Note
Guarantor held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, 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. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 12.

              SECTION 12.13. Trustee To Effectuate Subordination. Each Holder by
accepting a Security authorizes and directs the Trustee on his, her or its
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of each of the Note Guarantors as provided in this Article 12 and
appoints the Trustee as attorney-in-fact for any and all such purposes.

              SECTION 12.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness of a Note Guarantor. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of a Note Guarantor and
shall not be liable to
<PAGE>   81

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any such holders if it shall mistakenly pay over or distribute to Holders or the
relevant Note Guarantor or any other Person, money or assets to which any
holders of Senior Indebtedness of such Note Guarantor shall be entitled by
virtue of this Article 12 or otherwise.

              SECTION 12.15. Reliance by Holders of Senior Indebtedness of a
Note Guarantor on Subordination Provisions. Each Holder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of a Note Guarantor, whether such Senior Indebtedness was created
or acquired before or after the issuance of the Securities, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.

              SECTION 12.16. Defeasance. The terms of this Article 12 shall not
apply to payments from money or the proceeds of U.S. Government Obligations held
in trust by the Trustee for the payment of principal of and interest on the
Securities pursuant to the provisions described in Section 8.03.

                                   ARTICLE 13

                                  Miscellaneous

              SECTION 13.01. Trust Indenture Act Controls. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, TIA Sections 310 to 318, inclusive,
such imposed duties or incorporated provision shall control.

              SECTION 13.02. Notices. Any notice or communication shall be in
writing (which may be a facsimile with the original to follow) and delivered in
person or mailed by first-class mail addressed as follows:

                            if to the Company:

                            Huntsman Packaging Corporation
                            50 Huntsman Way
                            Salt Lake City, UT 84108

                            Attention of:
                            Ronald G. Moffitt

                            if to the Trustee:

                            The Bank of New York, Floor 21W
                            101 Barclay Street
                            New York, NY 10286

                            Attention of:
<PAGE>   82

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                            Corporate Trust Administration

              The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

              Any notice or communication mailed to a Holder shall be mailed,
first class mail, to the Holder at the Holder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

              Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

              SECTION 13.03. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else 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 to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

              (a) an Officers' Certificate in form reasonably satisfactory to
       the Trustee stating that, in the opinion of the signers, all conditions
       precedent, if any, provided for in this Indenture relating to the
       proposed action have been complied with; and

              (b) an Opinion of Counsel in form reasonably satisfactory to the
       Trustee stating that, in the opinion of such counsel, all such conditions
       precedent have been complied with (provided, however, that such counsel
       may rely as to matters of fact on Officers' Certificates).

              SECTION 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall
include:

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

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

              (c) a statement that, in the opinion of such individual, he has
       made such examination or investigation as is necessary to enable him to
       express an informed opinion as to whether or not such covenant or
       condition has been complied with; and
<PAGE>   83

83

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

              SECTION 13.06. When Securities Disregarded. 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 Note
Guarantor or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any Note
Guarantor (other than Chase Securities Inc.) shall be disregarded and deemed not
to be outstanding, except that, for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities which the Trustee knows are so owned shall be so disregarded.
Subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

              SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

              SECTION 13.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or other day on which banking institutions are not required by law or
regulation to be open in the State of New York. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

              SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

              SECTION 13.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company or any of the Note Guarantors,
shall not have any liability for any obligations of the Company or any of the
Note Guarantors under the Securities or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Securities.

              SECTION 13.11. Successors. All agreements of the Company and each
Note Guarantor in this Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.

              SECTION 13.12. Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.
<PAGE>   84

84

              SECTION 13.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

<PAGE>   85
85


              IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed as of the date first written above.

                                        HUNTSMAN PACKAGING CORPORATION,

                                        by
                                          Name:   Scott K. Sorensen
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                        EDISON PLASTICS INTERNATIONAL, INC.,
                                        HUNTSMAN BULK PACKAGING
                                            CORPORATION,
                                        HUNTSMAN CONTAINER CORPORATION
                                            INTERNATIONAL,
                                        HUNTSMAN EDISON FILMS CORPORATION,
                                        HUNTSMAN FILM PRODUCTS OF MEXICO,
                                            INC.,
                                        HUNTSMAN KCL CORPORATION,
                                        HUNTSMAN PACKAGING GEORGIA, INC.,
                                        HUNTSMAN PACKAGING OF CANADA, LLC,

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

                                        THE BANK OF NEW YORK, as Trustee


                                        by /s/ MICHELE L. RUSSO
                                          -----------------------------------
                                          Name:  Michele L. Russo
                                          Title:  Assistant Vice President

<PAGE>   86

86


APPENDIX A

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                             PRIVATE EXCHANGE NOTES
                               AND EXCHANGE NOTES

       1. Definitions

       1.1 Definitions

       For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

              "Definitive Security" means a certificated Initial Security,
Private Exchange Note or Exchange Note (bearing the Restricted Securities Legend
if the transfer of such Security is restricted by applicable law) that does not
include the Global Securities Legend.

              "Depositary" means The Depository Trust Company, its nominees and
their respective successors.

              "Global Securities Legend" means the legend set forth under that
caption in Exhibit A to this Indenture.

              "IAI" means an institutional "accredited investor" as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

              "Initial Purchasers" means Chase Securities Inc. and Deutsche Bank
Securities Inc.

              "Private Exchange" means an offer by the Company, pursuant to the
Registration Agreement, to issue and deliver to certain purchasers, in exchange
for the Initial Securities held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange Notes.

              "Private Exchange Notes" means the Securities of the Company
issued in exchange for Initial Securities pursuant to this Indenture in
connection with the Private Exchange pursuant to the Registration Agreement.

              "Purchase Agreement" means the Purchase Agreement dated May 25,
2000, among the Company, the Note Guarantors and the Initial Purchasers.

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

              "Registered Exchange Offer" means an offer by the Company,
pursuant to the Registration Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for their Initial
Securities, a like aggregate principal amount of Exchange Notes registered under
the Securities Act.
<PAGE>   87


87

              "Registration Agreement" means the Exchange and Registration
Rights Agreement dated May 31, 2000, among the Company, the Note Guarantors and
the Initial Purchasers.

              "Restricted Securities Legend" means the legend set forth in
Section 2.3(d)(i) herein.

              "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

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

              "Rule 144A Securities" means all Initial Securities offered and
sold to QIBs in reliance on Rule 144A.

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

              "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depositary) or any successor person
thereto, who shall initially be the Trustee.

              "Shelf Registration Statement" means a registration statement
filed by the Company in connection with the offer and sale of Initial Securities
pursuant to the Registration Agreement.

              "Transfer Restricted Securities" means Definitive Securities and
any other Securities that bear or are required to bear the Restricted Securities
Legend.

       1.2 Other Definitions

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Term:                                                          Defined
----                                                         in Section:
                                                             ----------
-------------------------------------------------------------------------
<S>                                                            <C>
-------------------------------------------------------------------------
"Agent Members"                                                 2.1(c)
-------------------------------------------------------------------------
"IAI Global Security"                                           2.1(b)
-------------------------------------------------------------------------
"Global Security"                                               2.1(b)
-------------------------------------------------------------------------
"Rule 144A Global Security"                                     2.1(b)
-------------------------------------------------------------------------
</TABLE>

       2. The Securities

       2.1 Form and Dating

              (a) The Initial Securities issued on the date hereof will be (i)
offered and sold by the Company pursuant to the Purchase Agreement and (ii)
resold, initially only to QIBs in reliance on Rule 144A. Such Initial Securities
may thereafter be transferred to, among others, QIBs and, except as set forth
below, IAIs in accordance with Rule 501.

              (b) Global Securities. Rule 144A Securities shall be issued
initially in the form of one or more permanent global Securities in definitive,
fully registered form (collectively, the "Rule 144A Global Security"), without
interest coupons and bearing the Global Securities Legend and Restricted
Securities Legend, which shall be deposited on
<PAGE>   88

88

behalf of the purchasers of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture. One or more global securities in definitive,
fully registered form without interest coupons and bearing the Global Securities
Legend and the Restricted Securities Legend (collectively, the "IAI Global
Security") shall also be issued on the Closing Date, deposited with the
Securities Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture to accommodate transfers of beneficial interests
in the Securities to IAIs subsequent to the initial distribution. The Rule 144A
Global Security and the IAI Global Security are each referred to herein as a
"Global Security" and are collectively referred to herein as "Global
Securities", provided, that the term "Global Security" when used in Sections
2.1(b), 2.1(c), 2.3(f)(i), 2.3(g)(i) and 2.4 of this Appendix shall also include
any Security in global form issued in connection with a Registered Exchange
Offer or Private Exchange. 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 and the Depositary or its nominee and on the
schedules thereto as hereinafter provided.

              (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to
a Global Security deposited with or on behalf of the Depositary.

              The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(c) and Section 2.2 and pursuant to an order of the Company
signed by two Officers, authenticate and deliver initially one or more Global
Securities that (i) shall be registered in the name of the Depositary for such
Global Security or Global Securities or the nominee of such Depositary and (ii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions or held by the Trustee as Securities Custodian.

              Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or by the Trustee as Securities Custodian
or under such Global Security, and the Depositary may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner of
such 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 Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

              (d) Definitive Securities. Except as provided in Section 2.3 or
2.4, owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.

       2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by two Officers (a) Initial
Securities for original issue on the date hereof in an aggregate principal
amount of $220,000,000, and (b) the (i) Exchange Notes for issue only in a
Registered Exchange Offer and (ii)
<PAGE>   89

89

Private Exchange Notes for issue only in the Private Exchange, in the case of
each of (i) and (ii) pursuant to the Registration Agreement and for a like
principal amount of Initial Securities exchanged pursuant thereto. Such order
shall specify the amount of the Securities to be authenticated, the date on
which the original issue of Securities is to be authenticated and whether the
Securities are to be Initial Securities, Exchange Notes or Private Exchange
Notes. The aggregate principal amount of Securities outstanding at any time may
not exceed $220,000,000, except as provided in Sections 2.07 and 2.08 of this
Indenture.

       2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive
Securities. When Definitive Securities are presented to the Registrar with a
request:

              (i) to register the transfer of such Definitive Securities; or

              (ii) to exchange such Definitive Securities for an equal principal
       amount of Definitive Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:

              (1) shall be duly endorsed or accompanied by a written instrument
       of transfer in form reasonably satisfactory to the Company and the
       Registrar, duly executed by the Holder thereof or his attorney duly
       authorized in writing; and

              (2) in the case of Definitive Securities which are Transfer
       Restricted Securities, are accompanied by the following additional
       information and documents, as applicable:

                     (A) if such Definitive Securities are being delivered to
              the Registrar by a Holder for registration in the name of such
              Holder, without transfer, a certification from such Holder to that
              effect (in the form set forth on the reverse side of the Initial
              Security or Private Exchange Note, as applicable); or

                     (B) if such Definitive Securities are being transferred to
              the Company, a certification to that effect (in the form set forth
              on the reverse side of the Initial Security or Private Exchange
              Note, as applicable); or

                     (C) if such Definitive Securities are being transferred
              pursuant to an exemption from registration in accordance with Rule
              144 under the Securities Act or in reliance upon another exemption
              from the registration requirements of the Securities Act, (x) a
              certification to that effect (in the form set forth on the reverse
              side of the Initial Security or Private Exchange Note, as
              applicable) and (y) if the Company so requests, an opinion of
              counsel or other evidence reasonably satisfactory to it as to the
              compliance with the restrictions set forth in the legend set forth
              in Section 2.3(d)(i) and (z) in the case of a transfer to an IAI,
              a signed letter substantially in the form of Exhibit D.
<PAGE>   90

90

              (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with:

              (i) certification (in the form set forth on the reverse side of
       the Initial Security or Private Exchange Note, as applicable) that such
       Definitive Security is being transferred (1) to a QIB in accordance with
       Rule 144A or (2) to an IAI that has furnished to the Trustee a signed
       letter substantially in the form of Exhibit D, and in the case of clause
       (2), an opinion of counsel or other evidence reasonably satisfactory to
       it as to the compliance with the restrictions set forth in the legend set
       forth in Section 2.3(d)(i); and

              (ii) written instructions directing the Trustee to make, or to
       direct the Securities Custodian to make, an adjustment on its books and
       records with respect to such Global Security to reflect an increase in
       the aggregate principal amount of the Securities represented by the
       Global Security, such instructions to contain information regarding the
       Depositary account to be credited with such increase, then the Trustee
       shall cancel such Definitive Security and cause, or direct the Securities
       Custodian to cause, in accordance with the standing instructions and
       procedures existing between the Depositary and the Securities Custodian,
       the aggregate principal amount of Securities represented by the Global
       Security to be increased by the aggregate principal amount of the
       Definitive Security to be exchanged and shall credit or cause to be
       credited to the account of the Person specified in such instructions a
       beneficial interest in the Global Security equal to the principal amount
       of the Definitive Security so canceled. If no Global Securities are then
       outstanding and the Global Security has not been previously exchanged for
       certificated securities pursuant to Section 2.4, the Company shall issue
       and the Trustee shall authenticate, upon written order of the Company in
       the form of an Officers' Certificate, a new Global Security in the
       appropriate principal amount.

              (c) Transfer and Exchange of Global Securities. (i) The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depositary therefor. A transferor of a beneficial interest in a Global
Security shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the transfer shall be debited by an amount equal to
the beneficial interest in the Global Security being transferred. In the case of
a transfer of a beneficial interest in the Rule 144A Global Security for an
interest in the IAI Global Security, the transferee must furnish a signed letter
substantially in the form of Exhibit D to the Trustee and an opinion of counsel
or other evidence reasonably satisfactory to the Trustee as to the compliance
with the restrictions set forth in the legend set forth in Section 2.3(d)(i).
<PAGE>   91

91

              (ii) If the proposed transfer is a transfer of a beneficial
       interest in one Global Security to a beneficial interest in another
       Global Security, the Registrar shall reflect on its books and records the
       date and an increase in the principal amount of the Global Security to
       which such interest is being transferred in an amount equal to the
       principal amount of the interest to be so transferred, and the Registrar
       shall reflect on its books and records the date and a corresponding
       decrease in the principal amount of Global Security from which such
       interest is being transferred.

              (iii) Notwithstanding any other provisions of this Appendix (other
       than the provisions set forth in Section 2.4), a Global Security may not
       be transferred as a whole except by the Depositary to a nominee of the
       Depositary or by a nominee of the Depositary to the Depositary or another
       nominee of the Depositary or by the Depositary or any such nominee to a
       successor Depositary or a nominee of such successor Depositary.

              (iv) In the event that a Global Security is exchanged for
       Definitive Securities pursuant to Section 2.4 prior to the consummation
       of the Registered Exchange Offer or the effectiveness of the Shelf
       Registration Statement with respect to such Securities, such Securities
       may be exchanged only in accordance with such procedures as are
       substantially consistent with the provisions of this Section 2.3
       (including the certification requirements set forth on the reverse of the
       Initial Securities intended to ensure that such transfers comply with
       Rule 144A or such other applicable exemption from registration under the
       Securities Act, as the case may be) and such other procedures as may from
       time to time be adopted by the Company.

              (d) Legend.

              (i) Except as permitted by the following paragraphs (ii), (iii) or
       (iv), each Security certificate evidencing the Global Securities and the
       Definitive Securities (and all Securities issued in exchange therefor or
       in substitution thereof) shall bear a legend in substantially the
       following form (each defined term in the legend being defined as such for
       purposes of the legend only):

       "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
       AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
       OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
       PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
       PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
       REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
       TO, SUCH REGISTRATION.

              THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
       OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
       "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
       OF THE ORIGINAL ISSUE DATE HEREOF
<PAGE>   92

92

       AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
       WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
       ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
       HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
       THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
       SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
       "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES
       FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
       TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
       RULE 144A, (D) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
       501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
       INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
       ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
       IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000,
       FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
       CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR
       (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
       REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION PROVIDED FOR
       BY RULE 144 THEREUNDER (IF AVAILABLE), SUBJECT TO THE COMPANY'S AND THE
       TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
       CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
       CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
       LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
       RESTRICTION TERMINATION DATE."

Each Definitive Security shall bear the following additional legend:

              "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
              REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
              INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
              CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
              RESTRICTIONS."

                     (ii) Upon any sale or transfer of a Transfer Restricted
              Security that is a Definitive Security, the Registrar shall permit
              the Holder thereof to exchange such Transfer Restricted Security
              for a Definitive Security that does not bear the legends set forth
              above and rescind any restriction on the transfer of such Transfer
              Restricted Security if the Holder certifies in writing to the
              Registrar that its request for such exchange was made in reliance
              on Rule 144 (such certification to be in the form set forth on the
<PAGE>   93

93

              reverse of the Initial Security, or Private Exchange Note, as
              applicable) and delivers an opinion of counsel or other evidence
              reasonably satisfactory to the Registrar as to the compliance with
              the restrictions set forth in the legend set forth in Section
              2.3(d)(i)).

                     (iii) After a transfer of any Initial Securities or Private
              Exchange Notes during the period of the effectiveness of a Shelf
              Registration Statement with respect to such Initial Securities or
              Private Exchange Notes, as the case may be, all requirements
              pertaining to the Restricted Securities Legend on such Initial
              Securities or such Private Exchange Notes shall cease to apply and
              the requirements that any such Initial Securities or such Private
              Exchange Notes be issued in global form shall continue to apply.

                     (iv) Upon the consummation of a Registered Exchange Offer
              with respect to the Initial Securities pursuant to which Holders
              of such Initial Securities are offered Exchange Notes in exchange
              for their Initial Securities, all requirements pertaining to
              Initial Securities that Initial Securities be issued in global
              form shall continue to apply, and Exchange Notes in global form
              without the Restricted Securities Legend shall be available to
              Holders that exchange such Initial Securities in such Registered
              Exchange Offer.

                     (v) Upon the consummation of a Private Exchange with
              respect to the Initial Securities pursuant to which Holders of
              such Initial Securities are offered Private Exchange Notes in
              exchange for their Initial Securities, all requirements pertaining
              to such Initial Securities that Initial Securities be issued in
              global form shall continue to apply, and Private Exchange Notes in
              global form with the Restricted Securities Legend shall be
              available to Holders that exchange such Initial Securities in such
              Private Exchange.

              (e) Cancelation or Adjustment of Global Security. At such time as
all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancelation or retained and canceled by the Trustee. At any time prior to such
cancelation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

              (f) Obligations with Respect to Transfers and Exchanges of
Securities.

                     (i) To permit registrations of transfers and exchanges, the
              Company shall execute and the Trustee shall authenticate,
              Definitive Securities and Global Securities at the Registrar's
              request.
<PAGE>   94

94

                     (ii) 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, assessments, or similar
              governmental charge payable in connection therewith (other than
              any such transfer taxes, assessments or similar governmental
              charge payable upon exchanges to be registered in the name of the
              registered Holder effecting the exchange pursuant to Sections
              2.06, 3.06, 4.06, 4.08 and 9.05 of this Indenture).

                     (iii) Prior to the due presentation for registration of
              transfer of any Security, the Company, the Trustee, the Paying
              Agent or the Registrar may deem and treat the person in whose name
              a Security is registered as the absolute owner of such Security
              for the purpose of receiving payment of principal of and interest
              on such Security and for all other purposes whatsoever, whether or
              not such Security is overdue, and none of the Company, the
              Trustee, the Paying Agent or the Registrar shall be affected by
              notice to the contrary.

                     (iv) All Securities issued upon any transfer or exchange
              pursuant to the terms of this Indenture shall evidence the same
              debt and shall be entitled to the same benefits under this
              Indenture as the Securities surrendered upon such transfer or
              exchange.

              (g) No Obligation of the Trustee.

                     (i) The Trustee shall have no responsibility or obligation
              to any beneficial owner of a Global Security, a member of, or a
              participant in the Depositary or any other Person with respect to
              the accuracy of the records of the Depositary or its nominee or of
              any participant or member thereof, with respect to any ownership
              interest in the Securities or with respect to the delivery to any
              participant, member, beneficial owner or other Person (other than
              the Depositary) of any notice (including any notice of redemption
              or repurchase) or the payment of any amount, under or with respect
              to such Securities. All notices and communications to be given to
              the Holders and all payments to be made to Holders under the
              Securities shall be given or made only to the registered Holders
              (which shall be the Depositary or its nominee in the case of a
              Global Security). The rights of beneficial owners in any Global
              Security shall be exercised only through the Depositary subject to
              the applicable rules and procedures of the Depositary. The Trustee
              may rely and shall be fully protected in relying upon information
              furnished by the Depositary with respect to its members,
              participants and any beneficial owners.

                     (ii) 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 Depositary
              participants, members or beneficial owners in any Global Security)
              other than to require delivery of such certificates and other
              documentation or evidence as are expressly required by, and to do
              so if and when expressly required by, the terms of this Indenture,
              and to
<PAGE>   95

95

              examine the same to determine substantial compliance as to form
              with the express requirements hereof.

       2.4 Definitive Securities

              (a) A Global Security deposited with the Depositary or with the
Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection
with a Registered Exchange Offer or Private Exchange shall be transferred to the
beneficial owners thereof in the form of Definitive Securities in an aggregate
principal amount equal to the principal amount of such Global Security, in
exchange for such Global Security, only if such transfer complies with Section
2.3 and (i) the Depositary notifies the Company that it is unwilling or unable
to continue as a Depositary for such Global Security or if at any time the
Depositary ceases to be a "clearing agency" registered under the Exchange Act,
and a successor depositary is not appointed by the Company within 90 days of
such notice or after the Company becomes aware of such cessation, or (ii) an
Event of Default has occurred and is continuing or (iii) the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of certificated Securities under this Indenture.

              (b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct. Any certificated Initial Security in the form of a Definitive Security
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.3(d), bear the Restricted Securities Legend.

              (c) Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

              (d) In the event of the occurrence of any of the events specified
in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to
the Trustee a reasonable supply of Definitive Securities in fully registered
form without interest coupons.




<PAGE>   96


96


     EXHIBIT A

                        [FORM OF FACE OF INITIAL SECURITY
                           AND PRIVATE EXCHANGE NOTE]

                           [Global Securities Legend]

              UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS 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 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 DTC, TO NOMINEES OF DTC 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
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

              THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

              THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
<PAGE>   97

97

BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION
PROVIDED FOR BY RULE 144 THEREUNDER (IF AVAILABLE), SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

Each Definitive Security shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.




<PAGE>   98

98
No.         $___________

                      13% Senior Subordinated Note due 2010

       CUSIP No. ______
       ISIN No. ______


              HUNTSMAN PACKAGING CORPORATION, a Utah corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum [listed on the
Schedule of Increases or Decreases in Global Security attached hereto](1) [of
$_____](2) on June 1, 2010.

                 Interest Payment Dates: June 1 and December 1.

                      Record Dates: May 15 and November 15.

--------
   1  Insert if Security is to be issued in global form.
   2  Insert if Security is to be issued in definitive form.




<PAGE>   99


99


              Additional provisions of this Security are set forth on the other
side of this Security.

              IN WITNESS WHEREOF, the parties have caused this instrument to be
duly executed.

                                              HUNTSMAN PACKAGING
                                              CORPORATION,

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

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

Dated:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

THE BANK OF NEW YORK,

       as Trustee, certifies
       that this is one of
       the Securities referred
       to in the Indenture.

By:
   -------------------------
     Authorized Signatory

*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL
SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".




<PAGE>   100

100

                    [FORM OF REVERSE SIDE OF INITIAL SECURITY

AND PRIVATE EXCHANGE NOTE]

                      13% Senior Subordinated Note due 2010

       1. Interest

              (a) HUNTSMAN PACKAGING CORPORATION, a Utah corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on June 1 and December 1 of each year. Interest
on the Securities shall accrue from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from May 31, 2000 until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay interest on overdue principal at the rate borne by the Securities, and
it shall pay interest on overdue installments of interest at the same rate to
the extent lawful.

              (b) Liquidated Damages. The holder of this Security is entitled to
the benefits of an Exchange and Registration Rights Agreement, dated as of May
31, 2000, among the Company, Edison Plastics International, Inc., Huntsman Bulk
Packaging Corporation, Huntsman Container Corporation International, Huntsman
Edison Films Corporation, Huntsman Film Products of Mexico, Inc., Huntsman KCL
Corporation, Huntsman Packaging Georgia, Inc. and Huntsman Packaging of Canada,
LLC (the "Note Guarantors") and the Initial Purchasers named therein (the
"Registration Agreement"). Capitalized terms used in this paragraph (b) but not
defined herein have the meanings assigned to them in the Registration Agreement.
Subject to the terms of the Registration Agreement, if (i) the Shelf
Registration Statement or Exchange Offer Registration Statement, as applicable
under the Registration Agreement, is not filed with the Commission on or prior
to the date specified in the Registration Agreement, (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
is not declared effective on or prior to the date specified in the Registration
Agreement, (iii) the Registered Exchange Offer is not consummated on or prior to
225 days after the Issue Date (other than in the event the Company files a Shelf
Registration Statement), or (iv) the Shelf Registration Statement is filed and
declared effective on or prior to the date specified in the Registration
Agreement but shall thereafter cease to be effective (at any time that the
Company is obligated to maintain the effectiveness thereof) without being
succeeded within 60 days by an additional Registration Statement filed and
declared effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Company shall pay liquidated damages to each holder
of Transfer Restricted Securities, during the period of such Registration
Default, in an amount equal to $0.192 per week per $1,000 principal amount of
the Securities constituting Transfer Restricted Securities held by such Holder
until the applicable Registration Statement is filed or declared effective, the
Registered Exchange Offer is consummated or the Shelf Registration Statement
again becomes effective, an additional Registration Statement becomes effective
or a post-effective amendment to the Shelf Registration Statement becomes
effective, as the case may be. All accrued liquidated damages shall be paid to
holders in the same manner as interest payments on the Securities on semi-annual
payment dates which correspond to interest payment dates for the Securities.
Following

<PAGE>   101

101

the cure of all Registration Defaults, the accrual of liquidated damages shall
cease. The Trustee shall have no responsibility with respect to the
determination of the amount of any such liquidated damages. For purposes of the
foregoing, "Transfer Restricted Securities" means (i) each Initial Security
until the date on which such Initial Security has been exchanged for a freely
transferable Exchange Note in the Registered Exchange Offer, it being understood
that the requirement that an Exchange Dealer deliver a prospectus in connection
with sales of Exchange Notes acquired in the Registered Exchange Offer shall not
mean that the Exchange Note is not freely transferable, (ii) each Initial
Security or Private Exchange Note until the date on which such Initial Security
or Private Exchange Note has been effectively registered under the Securities
Act and disposed of in accordance with a Shelf Registration Statement or (iii)
each Initial Security or Private Exchange Note until the date on which such
Initial Security or Private Exchange Note is distributed to the public pursuant
to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k)
under the Securities Act. The Company shall not be required to pay liquidated
damages to any Holder of Transfer Restricted Securities to the extent such
Holder fails to comply with certain obligations specified in the Registration
Agreement.

2. Method of Payment

              The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders at the close of business on
the May 15 or November 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, if any, liquidated
damages, if any, and interest in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security
(including principal, premium, if any, liquidated damages, if any, and interest)
shall be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company or any successor depositary. The
Company will make all payments in respect of a certificated Security (including
principal, premium, if any, interest and liquidated damages, if any), at the
office of the Paying Agent, except that, at the option of the Company, payment
of interest or liquidated damages may be made by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on
the Securities may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

              Initially, THE BANK OF NEW YORK, a New York banking corporation
(the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent or Registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
or Registrar.
<PAGE>   102

102

4.  Indenture

              The Company issued the Securities under an Indenture dated as of
May 31, 2000 (the "Indenture"), among the Company, the Note Guarantors and the
Trustee. 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) as in effect on the date of the Indenture (the
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all terms and
provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

              The Securities are senior subordinated unsecured obligations of
the Company limited to $220,000,000 aggregate principal amount at any one time
outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security
is one of the [Initial Securities] [Private Exchange Notes] referred to in the
Indenture. The Securities include the Initial Securities and any Exchange Notes
and Private Exchange Notes issued in exchange for Initial Securities pursuant to
the Indenture. The Initial Securities and any Exchange Notes and Private
Exchange Notes are treated as a single class of securities under the Indenture.
The Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates and make asset sales. The Indenture
also imposes limitations on the ability of the Company and each Note Guarantor
to consolidate or merge with or into any other Person or the Company to convey,
transfer or lease all or substantially all its property.

              To guarantee the due and punctual payment of the principal,
interest and liquidated damages, if any, on the Securities and all other amounts
payable by the Company under the Indenture and the Securities when and as the
same shall be due and payable, whether at maturity, by acceleration or
otherwise, according to the terms of the Securities and the Indenture, the Note
Guarantors have jointly and severally unconditionally guaranteed the Guaranteed
Obligations on a senior subordinated basis pursuant to the terms of the
Indenture.

5.  Optional Redemption

              Except as set forth in the following paragraph, the Securities
shall not be redeemable at the option of the Company prior to June 1, 2005. On
or after June 1, 2005, the Securities shall be redeemable at the option of the
Company, in whole or in part, on not less than 30 nor more than 60 days prior
notice, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest and liquidated damages, if
any, to the redemption date (subject to the right of holders of record on the
relevant record date to receive interest and liquidated damages, if any, due on
the relevant interest payment date), if redeemed during the 12-month period
commencing on June 1 of the years set forth below:
<PAGE>   103

103

<TABLE>
<CAPTION>
----------------------------------------------------------------
YEAR                                                REDEMPTION
                                                       PRICE
----------------------------------------------------------------
<S>                                                  <C>
2005                                                 106.500%
----------------------------------------------------------------
2006                                                 104.333%
----------------------------------------------------------------
2007                                                 102.167%
----------------------------------------------------------------
2008 and thereafter                                  100.000%
----------------------------------------------------------------
</TABLE>



              In addition, prior to June 1, 2003, the Company may redeem up to a
maximum of 35% of the original aggregate principal amount of the Securities with
the Net Cash Proceeds of one or more Equity Offerings by the Company at a
redemption price equal to 113% of the principal amount thereof, plus accrued and
unpaid interest and liquidated damages, if any, thereon to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest and liquidated damages, if any, due on the relevant interest
payment date); provided, however, that after giving effect to any such
redemption, at least 65% of the original aggregate principal amount of the
Securities remains outstanding, and any such redemption shall be made within 120
days of such Equity Offering upon not less than 30 nor more than 60 days notice
mailed to each holder of Securities being redeemed and otherwise in accordance
with the procedures set forth in the Indenture.

6.  Sinking Fund

              The Securities are not subject to any sinking fund.

7.  Notice of Redemption

              Notice of redemption will be mailed by first-class mail at least
30 days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest and liquidated damages, if any, on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date interest (and, if applicable, liquidated
damages) ceases to accrue on such Securities (or such portions thereof) called
for redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control

              Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest and liquidated damages, if any, to
the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due and liquidated damages, if any, on
the relevant interest payment date that is on or prior to the date of purchase)
as provided in, and subject to the terms of, the Indenture.
<PAGE>   104

104

              In accordance with Section 4.06 of the Indenture, the Company will
be required to offer to purchase Securities upon the occurrence of certain
events.

9. Subordination

              The Securities and Note Guarantees are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before the Securities and Note
Guarantees may be paid. The Company and each Note Guarantor agrees, and each
Holder by accepting a Security agrees, to the subordination provisions contained
in the Indenture and authorizes the Trustee to give it effect and appoints the
Trustee as attorney-in-fact for such purpose.

10.  Denominations; Transfer; Exchange

              The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with, and subject to the restrictions on
transfer and exchange set forth in, the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed.

11.  Persons Deemed Owners

              Except as provided in paragraph 2 hereof, the registered Holder of
this Security may be treated as the owner of it for all purposes.

12.  Unclaimed Money

              If money for the payment principal, interest or liquidated
damages, if any, remains unclaimed for two years, the Trustee and the Paying
Agent shall pay the money back to the Company at its written request unless an
abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look to the Company for payment and not to
the Trustee for payment as general creditors and the Trustee and the Paying
Agent shall have no further liability with respect to such monies.

13.  Discharge and Defeasance

              Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal of, and interest and liquidated damages, if any,
on, the Securities to redemption or maturity, as the case may be.

14.  Amendment, Waiver


<PAGE>   105

105


              Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended without prior notice to any Holder
but with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities and (ii) any default or
compliance with any provisions of the Indenture may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company, the Note Guarantors
and the Trustee may amend the Indenture or the Securities (i) to cure any
ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of
the Indenture; (iii) to provide for uncertificated Securities in addition to or
in place of certificated Securities; (iv) to add Note Guarantees with respect to
the Securities; (v) to secure the Securities; (vi) to add additional covenants
or to surrender rights and powers conferred on the Company; (vii) to comply with
the requirements of the SEC in order to effect or maintain the qualification of
the Indenture under the TIA; (viii) to make any change that does not materially
and adversely affect the rights of any Holder under the provisions of the
Indenture; (ix) to make any change in the subordination provisions of the
Indenture that would limit or terminate the benefits available to any holder of
Senior Indebtedness of the Company (or any Representative thereof) under such
subordination provisions; or (x) to provide for the issuance of the Exchange
Notes or Private Exchange Notes.

15.  Defaults and Remedies

              If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Securities may declare the principal of and
accrued but unpaid interest on all the Securities to be due and payable. If an
Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Securities shall become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in principal amount of the outstanding
Securities may rescind any such acceleration with respect to the Securities and
its consequences.

              If an Event of Default occurs and is continuing, the Trustee shall
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense and certain other conditions are complied with. Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Securities unless (i) such Holder has previously given the Trustee notice that
an Event of Default is continuing, (ii) Holders of at least 25% in principal
amount of the outstanding Securities have requested the Trustee in writing to
pursue the remedy, (iii) such Holders have offered the Trustee reasonable
security or indemnity against any loss, liability or expense, (iv) the Trustee
has not complied with such request within 60 days after the receipt of the
request and the offer of security or indemnity and (v) the Holders of a majority
in principal amount of the outstanding Securities have not given the Trustee a
direction inconsistent with such request within such 60-day period. Subject to
certain restrictions, the Holders of a majority in principal amount of the
outstanding Securities are given the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of
<PAGE>   106

106

exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other
Holder or that would involve the Trustee in personal liability. Prior to taking
any action under the Indenture, the Trustee shall be entitled to indemnification
reasonably satisfactory to it against all losses and expenses caused by taking
or not taking such action.

16.  Trustee Dealings with the Company

              Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company, a Note Guarantor or its Affiliates and
may otherwise deal with the Company, a Note Guarantor or its Affiliates with the
same rights it would have if it were not Trustee.

17.  No Recourse Against Others

              A director, officer, employee or stockholder, as such, of the
Company or any Note Guarantor shall not have any liability for any obligations
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a
Security, each Holder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.

18.  Authentication

              This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.  Abbreviations

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

20.  Governing Law

              THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITH OUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21.  CUSIP and ISIN Numbers

              The Company has caused CUSIP and ISIN numbers to be printed on the
Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders. No representation is made as to the
accuracy of

<PAGE>   107

107


such numbers either as printed on the Securities or as contained in any notice
of redemption and reliance may be placed only on the other identification
numbers placed thereon.

              THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT
THE TEXT OF THIS SECURITY.




<PAGE>   108


108


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

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

Date:                  Your Signature:
      ----------------                 ---------------------

 ------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

Signature Guarantee:

Date:
      ------------------------                         ------------------------
Signature must be guaranteed                           Signature of Signature
by a participant in a                                       Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee




<PAGE>   109


109

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED
SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

              has requested the Trustee by written order to deliver in exchange
       for its beneficial interest in the Global Security held by the Depositary
       a Security or Securities in definitive, registered form of authorized
       denominations and an aggregate principal amount equal to its beneficial
       interest in such Global Security (or the portion thereof indicated
       above);

       _  has requested the Trustee by written order to exchange or
       register the transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate, the undersigned confirms that such Securities are being transferred
in accordance with its terms:

CHECK ONE BOX BELOW

       (1)         _        to the Company; or

       (2)         _        to the Registrar for registration in the
                            name of the Holder, without transfer; or

       (3)         _        pursuant to an effective registration
                            statement under the Securities Act of 1933; or

       (4)         _        inside the United States to a "qualified
                            institutional buyer" (as defined in Rule
                            144A under the Securities Act of 1933) that
                            purchases for its own account or for the
                            account of a qualified institutional buyer
                            to whom notice is given that such transfer
                            is being made in reliance on Rule 144A, in
                            each case pursuant to and in compliance with
                            Rule 144A under the Securities Act of 1933; or

       (5)         _        to an institutional "accredited investor"
                            (as defined in Rule 501(a)(1), (2), (3) or
                            (7) under the Securities Act of 1933) that
                            has furnished to the Trustee a signed letter
                            containing certain representations and
                            agreements; or

       (6)         _        pursuant to another available exemption from
                            registration provided by Rule 144 under the
                            Securities Act of 1933.

       Unless one of the boxes 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 box (5) or (6) is checked, the Trustee may require, prior to
       registering any such transfer of the Securities, such
<PAGE>   110

110

       legal opinions, certifications and other information required by the
       Indenture 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 of 1933.

                                              ------------------------
                                              Your Signature

Signature Guarantee:

Date:
      -------------------------                   -----------------------------
Signature must be guaranteed                      Signature of Signature
by a participant in a                                  Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

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





              TO BE COMPLETED BY PURCHASER IF (4) 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, 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




<PAGE>   111


111


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

              The initial principal amount of this Global Security is $[ ]. The
       following increases or decreases in this Global Security have been made:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
<S>               <C>                    <C>                <C>                    <C>
Date of            Amount of             Amount of             Principal           Signature
Exchange           decrease in           increase in           amount of           of
                   Principal             Principal             this Global         authorized
                   Amount of             Amount of             Security            signatory
                   this Global           this Global           following           of Trustee
                   Security              Security              such                or
                                                               decrease or         Securities
                                                               increase            Custodian
---------------------------------------------------------------------------------------------

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





<PAGE>   112


112


                       OPTION OF HOLDER TO ELECT PURCHASE

              IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL)
OF THE INDENTURE, CHECK THE BOX:

                     ASSET DISPOSITION _ CHANGE OF CONTROL _

              IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED
BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE
AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$


DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY)

SIGNATURE GUARANTEE:
                    ----------------------------------------------------------
                     SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                     RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                     SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE




<PAGE>   113


113


EXHIBIT B

                         [FORM OF FACE OF EXCHANGE NOTE]
                           [Global Securities Legend]

       UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS 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 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 DTC, TO NOMINEES OF DTC 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 THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.




<PAGE>   114


114


No.         $__________

                      13% Senior Subordinated Note due 2010

       CUSIP No. ________
       ISIN No. __________

       HUNTSMAN PACKAGING CORPORATION, a Utah corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum [listed on the Schedule of
Increases or Decreases in Global Security attached hereto](3) [of $______] on
June 1, 2010.

       Interest Payment Dates: June 1 and December 1.

       Record Dates: May 15 and November 15.

--------
            3



<PAGE>   115


115


       Additional provisions of this Security are set forth on the other side of
this Security.

       IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                              HUNTSMAN PACKAGING


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


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



Dated:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

THE BANK OF NEW YORK,

      as Trustee, certifies
      that this is one of
      the Securities referred
      to in the Indenture.

      by
          -----------------------------
               Authorized Signatory

*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL
SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".




<PAGE>   116

116


[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
                      13% Senior Subordinated Note due 2010

1.  Interest.

              HUNTSMAN PACKAGING CORPORATION, a Utah corporation (such
       corporation, and its successors and assigns under the Indenture
       hereinafter referred to, being herein called the "Company"), promises to
       pay interest on the principal amount of this Security at the rate per
       annum shown above. The Company shall pay interest semiannually on June 1
       and December 1 of each year. Interest on the Securities shall accrue from
       the most recent date to which interest has been paid or duly provided for
       or, if no interest has been paid or duly provided for, from May 31, 2000
       until the principal hereof is due. Interest shall be computed on the
       basis of a 360-day year of twelve 30-day months. The Company shall pay
       interest on overdue principal at the rate borne by the Securities, and it
       shall pay interest on overdue installments of interest at the same rate
       to the extent lawful.

2.  Method of Payment

              The Company shall pay interest on the Securities (except defaulted
       interest) to the Persons who are registered Holders at the close of
       business on the May 15 or November 15 next preceding the interest payment
       date even if Securities are canceled after the record date and on or
       before the interest payment date. Holders must surrender Securities to a
       Paying Agent to collect principal payments. The Company shall pay
       principal, premium, if any, and interest in money of the United States of
       America that at the time of payment is legal tender for payment of public
       and private debts. Payments in respect of the Securities represented by a
       Global Security (including principal, premium and interest) shall be made
       by wire transfer of immediately available funds to the accounts specified
       by The Depository Trust Company or any successor depositary. The Company
       will make all payments in respect of a certificated Security (including
       principal, premium, if any, and interest), at the office of the Paying
       Agent, except that, at the option of the Company, payment of interest may
       be made by mailing a check to the registered address of each Holder
       thereof; provided, however, that payments on the Securities may also be
       made, in the case of a Holder of at least $1,000,000 aggregate principal
       amount of Securities, by wire transfer to a U.S. dollar account
       maintained by the payee with a bank in the United States if such Holder
       elects payment by wire transfer by giving written notice to the Trustee
       or the Paying Agent to such effect designating such account no later than
       30 days immediately preceding the relevant due date for payment (or such
       other date as the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

              Initially, The Bank of New York, a New York banking corporation
       (the "Trustee"), will act as Paying Agent and Registrar. The Company may
       appoint and change any Paying Agent or Registrar without notice. The
       Company or any of its domestically incorporated Wholly Owned Subsidiaries
       may act as Paying Agent or Registrar.

4.  Indenture
<PAGE>   117

117


              The Company issued the Securities under an Indenture dated as of
       May 31, 2000 (the "Indenture"), between among the Company, the Note
       Guarantors and the Trustee. 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) as
       in effect on the date of the Indenture (the "TIA"). Terms defined in the
       Indenture and not defined herein have the meanings ascribed thereto in
       the Indenture. The Securities are subject to all terms and provisions of
       the Indenture, and Holders (as defined in the Indenture) are referred to
       the Indenture and the TIA for a statement of such terms and provisions.

              The Securities are senior subordinated unsecured obligations of
       the Company limited to $220,000,000 aggregate principal amount at any one
       time outstanding (subject to Sections 2.07 and 2.08 of the Indenture).
       This Security is one of the Exchange Notes referred to in the Indenture.
       The Securities include the Initial Securities and any Exchange Notes and
       Private Exchange Notes issued in exchange for the Initial Securities
       pursuant to the Indenture. The Initial Securities, the Exchange Notes and
       the Private Exchange Notes are treated as a single class of securities
       under the Indenture. The Indenture imposes certain limitations on the
       ability of the Company and its Restricted Subsidiaries to, among other
       things, make certain Investments and other Restricted Payments, pay
       dividends and other distributions, incur Indebtedness, enter into
       consensual restrictions upon the payment of certain dividends and
       distributions by such Restricted Subsidiaries, enter into or permit
       certain transactions with Affiliates and make Asset Sales. The Indenture
       also imposes limitations on the ability of the Company and each Note
       Guarantor to consolidate or merge with or into any other Person or the
       Company to convey, transfer or lease all or substantially all of its
       property.

              To guarantee the due and punctual payment of the principal and
       interest, if any, on the Securities and all other amounts payable by the
       Company under the Indenture and the Securities when and as the same shall
       be due and payable, whether at maturity, by acceleration or otherwise,
       according to the terms of the Securities and the Indenture, the Note
       Guarantors have, jointly and severally, unconditionally guaranteed the
       Guaranteed Obligations on a senior basis subordinated pursuant to the
       terms of the Indenture.

5.  Optional Redemption

              Except as set forth in the following paragraph, the Securities
       shall not be redeemable at the option of the Company prior to June 1,
       2005. On or after June 1, 2005, the Securities shall be redeemable at the
       option of the Company, in whole or in part, on not less than 30 nor more
       than 60 days prior notice, at the following redemption prices (expressed
       as percentages of principal amount), plus accrued and unpaid interest and
       liquidated damages, if any, to the redemption date (subject to the right
       of Holders of record on the relevant record date to receive interest due
       on the relevant interest payment date), if redeemed during the 12-month
       period commencing on June 1 of the years set forth below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------
YEAR                                                    REDEMPTION
                                                           PRICE
-------------------------------------------------------------------
<S>                                                    <C>
</TABLE>

<PAGE>   118

118


<TABLE>
<S>                                                    <C>
2005                                                     106.500%
-------------------------------------------------------------------
2006                                                     104.333%
-------------------------------------------------------------------
2007                                                     102.167%
-------------------------------------------------------------------
2008 and thereafter                                      100.000%
-------------------------------------------------------------------
</TABLE>

              In addition, prior to June 1, 2003, the Company may redeem up to a
       maximum of 35% of the original aggregate principal amount of the
       Securities with the Net Cash Proceeds of one or more Equity Offerings (i)
       by the Company at a redemption price equal to 113% of the principal
       amount thereof, plus accrued and unpaid interest and liquidated damages
       thereon, if any, to the redemption date (subject to the right of Holders
       of record on the relevant record date to receive interest due on the
       relevant interest payment date); provided, however, that after giving
       effect to any such redemption, at least 65% of the original aggregate
       principal amount of the Securities remains outstanding, and any such
       redemption shall be made within 120 days of such Equity Offering upon not
       less than 30 nor more than 60 days notice mailed to each Holder of
       Securities being redeemed and otherwise in accordance with the procedures
       set forth in the Indenture.

6.  Sinking Fund

              The Securities are not subject to any sinking fund.

7.  Notice of Redemption

              Notice of redemption will be mailed by first-class mail at least
       30 days but not more than 60 days before the redemption date to each
       Holder of Securities to be redeemed at his or her registered address.
       Securities in denominations larger than $1,000 may be redeemed in part
       but only in whole multiples of $1,000. If money sufficient to pay the
       redemption price of and accrued and unpaid interest and liquidated
       damages, if any, on all Securities (or portions thereof) to be redeemed
       on the redemption date is deposited with the Paying Agent on or before
       the redemption date and certain other conditions are satisfied, on and
       after such date interest ceases to accrue on such Securities (or such
       portions thereof) called for redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control

              Upon a Change of Control, any Holder of Securities will have the
       right, subject to certain conditions specified in the Indenture, to cause
       the Company to repurchase all or any part of the Securities of such
       Holder at a purchase price equal to 101% of the principal amount of the
       Securities to be repurchased plus accrued and unpaid interest and
       liquidated damages, if any, to the date of repurchase (subject to the
       right of Holders of record on the relevant record date to receive
       interest due on the relevant interest payment date that is on or prior to
       the date of purchase) as provided in, and subject to the terms of, the
       Indenture.

              In accordance with Section 4.06 of the Indenture, the Company will
       be required to offer to purchase Securities upon the occurrence of
       certain events.

9.  Subordination
<PAGE>   119

119

              The Securities and Note Guarantees are subordinated to Senior
       Indebtedness, as defined in the Indenture. To the extent provided in the
       Indenture, Senior Indebtedness must be paid before the Securities may be
       paid. The Company and each Note Guarantor agrees, and each Holder by
       accepting a Security agrees, to the subordination provisions contained in
       the Indenture and authorizes the Trustee to give it effect and appoints
       the Trustee as attorney-in-fact for such purpose.

10.  Denominations; Transfer; Exchange

              The Securities are in registered form without coupons in
       denominations of $1,000 and whole multiples of $1,000. A Holder may
       transfer or exchange Securities in accordance with the Indenture. Upon
       any transfer or exchange, the Registrar and the Trustee may require a
       Holder, among other things, to furnish appropriate endorsements or
       transfer documents and to pay any taxes required by law or permitted by
       the Indenture. The Registrar need not register the transfer of or
       exchange any Securities selected for redemption (except, in the case of a
       Security to be redeemed in part, the portion of the Security not to be
       redeemed) or to transfer or exchange any Securities for a period of 15
       days prior to a selection of Securities to be redeemed or 15 days before
       an interest payment date.

11.  Persons Deemed Owners

              Except as provided in paragraph 2 hereof, the registered Holder of
       this Security may be treated as the owner of it for all purposes.

12.  Unclaimed Money

              If money for the payment of principal or interest remains
       unclaimed for two years, the Trustee and the Paying Agent shall pay the
       money back to the Company at its written request unless an abandoned
       property law designates another Person. After any such payment, Holders
       entitled to the money must look only to the Company and not to the
       Trustee for payment as general creditors and the Trustee and the Paying
       Agent shall have no further liability with respect to such monies.

13.  Discharge and Defeasance

              Subject to certain conditions, the Company at any time may
       terminate some of or all its obligations under the Securities and the
       Indenture if the Company deposits with the Trustee money or U.S.
       Government Obligations for the payment of principal and interest on the
       Securities to redemption or maturity, as the case may be.

14.  Amendment, Waiver

              Subject to certain exceptions set forth in the Indenture, (i) the
       Indenture or the Securities may be amended without prior notice to any
       Holder but with the written consent of the Holders of at least a majority
       in aggregate principal amount of the outstanding Securities and (ii) any
       default or compliance with any of the provisions of the Indenture may be
       waived with the written consent of the Holders of at least a majority in
       principal amount of the outstanding Securities. Subject to certain
       exceptions set forth in the Indenture, without the consent of any Holder,
       the Company, the Note Guarantors and
<PAGE>   120


120

       the Trustee may amend the Indenture or the Securities (i) to cure
       any ambiguity, omission, defect or inconsistency; (ii) to comply with
       Article 5 of the Indenture; (iii) to provide for uncertificated
       Securities in addition to or in place of certificated Securities; (iv) to
       add Note Guarantees with respect to the Securities; (v) to secure the
       Securities; (vi) to add additional covenants or to surrender rights and
       powers conferred on the Company; (vii) to comply with the requirements of
       the SEC in order to effect or maintain the qualification of the Indenture
       under the TIA; (viii) to make any change that does not materially and
       adversely affect the rights of any Holder under the provisions of the
       Indenture; (ix) to make any change in the subordination provisions of the
       Indenture that would limit or terminate the benefits available to any
       holder of Senior Indebtedness of the Company (or any Representative
       thereof) under such subordination provisions; or (x) to provide for the
       issuance of the Exchange Notes or Private Exchange Notes.

15.  Defaults and Remedies

              If an Event of Default occurs (other than an Event of Default
       relating to certain events of bankruptcy, insolvency or reorganization of
       the Company) and is continuing, the Trustee or the Holders of at least
       25% in principal amount of the outstanding Securities may declare the
       principal of and accrued but unpaid interest on all the Securities to be
       due and payable. If an Event of Default relating to certain events of
       bankruptcy, insolvency or reorganization of the Company occurs, the
       principal of and interest on all the Securities shall become immediately
       due and payable without any declaration or other act on the part of the
       Trustee or any Holders. Under certain circumstances, the Holders of a
       majority in principal amount of the outstanding Securities may rescind
       any such acceleration with respect to the Securities and its
       consequences.

              If an Event of Default occurs and is continuing, the Trustee shall
       be under no obligation to exercise any of the rights or powers under the
       Indenture at the request or direction of any of the Holders unless such
       Holders have offered to the Trustee reasonable indemnity or security
       against any loss, liability or expense and certain other conditions are
       complied with. Except to enforce the right to receive payment of
       principal, premium (if any) or interest when due, no Holder may pursue
       any remedy with respect to the Indenture or the Securities unless (i)
       such Holder has previously given the Trustee notice that an Event of
       Default is continuing, (ii) Holders of at least 25% in principal amount
       of the outstanding Securities have requested the Trustee in writing to
       pursue the remedy, (iii) such Holders have offered the Trustee reasonable
       security or indemnity against any loss, liability or expense, (iv) the
       Trustee has not complied with such request within 60 days after the
       receipt of the request and the offer of security or indemnity and (v) the
       Holders of a majority in principal amount of the outstanding Securities
       have not given the Trustee a direction inconsistent with such request
       within such 60-day period. Subject to certain restrictions, the Holders
       of a majority in principal amount of the outstanding Securities are given
       the right to direct the time, method and place of conducting any
       proceeding for any remedy available to the Trustee or of exercising any
       trust or power conferred on the Trustee. The Trustee, however, may refuse
       to follow any direction that conflicts with law or the Indenture or that
       the Trustee determines is unduly prejudicial to the rights of any other
       Holder or that would involve the Trustee in personal liability. Prior to
       taking any action under the Indenture, the Trustee shall be entitled to
       indemnification reasonably satisfactory to it against all losses and
       expenses caused by taking or not taking such action.
<PAGE>   121

121

16.  Trustee Dealings with the Company

              Subject to certain limitations imposed by the TIA, the Trustee
       under the Indenture, in its individual or any other capacity, may become
       the owner or pledgee of Securities and may otherwise deal with and
       collect obligations owed to it by the Company, a Note Guarantor or its
       Affiliates and may otherwise deal with the Company, a Note Guarantor or
       its Affiliates with the same rights it would have if it were not Trustee.

17.  No Recourse Against Others

              A director, officer, employee or stockholder, as such, of the
       Company or any Note Guarantor shall not have any liability for any
       obligations of the Company under the Securities or the Indenture or for
       any claim based on, in respect of or by reason of such obligations or
       their creation. By accepting a Security, each Holder waives and releases
       all such liability. The waiver and release are part of the consideration
       for the issue of the Securities.

18.  Authentication

              This Security shall not be valid until an authorized signatory of
       the Trustee (or an authenticating agent) manually signs the certificate
       of authentication on the other side of this Security.

19.  Abbreviations

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

20.  Governing Law

              THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
       WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
       APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
       APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
       THEREBY.

21.  CUSIP and ISIN Numbers

              The Company has caused CUSIP and ISIN numbers to be printed on the
       Securities and has directed the Trustee to use CUSIP and ISIN numbers in
       notices of redemption as a convenience to Holders. No representation is
       made as to 17 the accuracy of such numbers either as printed on the
       Securities or as contained in any notice of redemption and reliance may
       be placed only on the other identification numbers placed thereon.

THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITT EN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
                                 THIS SECURITY.




<PAGE>   122


122


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

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

Date:                  Your Signature:
      ----------------                 ---------------------

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security. Signature
       must be guaranteed by a participant in a recognized signature guaranty
       medallion program or other signature guarantor acceptable to the Trustee.

Signature Guarantee:

Date:
      ---------------------------             -------------------------------
Signature must be guaranteed                  Signature of Signature
by a participant in a                              Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee




<PAGE>   123


123


                       OPTION OF HOLDER TO ELECT PURCHASE

       IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY
PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                     ASSET DISPOSITION _ CHANGE OF CONTROL _

              IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED
BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE
AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$


DATE:                    YOUR SIGNATURE:
      ------------------                 ------------------
                                      (SIGN EXACTLY AS YOUR NAME APPEARS
                       ON THE OTHER SIDE OF THE SECURITY)

SIGNATURE GUARANTEE:
                    ---------------------------------------------
                         SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                         RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR
                         OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE.




<PAGE>   124


            20

                             [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

              The initial principal amount of this Global Security is $[ ]. The
       following increases or decreases in this Global Security have been made:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Date of             Amount of        Amount of            Principal         Signature
Exchange            decrease in      increase in          amount of         of
                    Principal        Principal            this Global       authorized
                    Amount of        Amount of            Security          signatory
                    this Global      this Global          following         of Trustee
                    Security         Security             such              or
                                                          decrease or       Securities
                                                          increase          Custodian
---------------------------------------------------------------------------------------
<S>                 <C>              <C>                 <C>                <C>

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





<PAGE>   125


125

EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE

                     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture")
              dated as of , among [GUARANTOR] (the "New Guarantor"), a
              subsidiary of HUNTSMAN PACKAGING CORPORATION (or its successor), a
              Utah corporation (the "Company"), [OTHER EXISTING GUARANTORS] and
              THE BANK OF NEW YORK, a New York banking corporation, as trustee
              under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H :

              WHEREAS the Company and [OLD GUARANTORS] (the "Existing
Guarantors") has heretofore executed and delivered to the Trustee an Indenture
(the "Indenture") dated as of May 31, 2000, providing for the issuance of an
aggregate principal amount of up to $220,000,000 of 13% Senior Subordinated
Notes due 2010 (the "Securities");

              WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Securities pursuant to a Note Guarantee on the terms and conditions set
forth herein; and

              WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee,
the Company and the Existing Guarantors are authorized to execute and deliver
this Supplemental Indenture;

              NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:

              1. Agreement to Guarantee. The New Guarantor hereby agrees,
jointly and severally with all the Existing Guarantors, to unconditionally
guarantee the Company's obligations under the Securities on the terms and
subject to the conditions set forth in Articles 11 and 12 of the Indenture and
to be bound by all other applicable provisions of the Indenture and the
Securities.

              2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.

              3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
<PAGE>   126


126

STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

              4. Trustee Makes No Representation. The recitals contained herein
shall be taken as the statements of the Company, [NEW GUARANTOR] and the
Existing Guarantors, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture.

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

              6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.

              IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.

                                        [NEW GUARANTOR],

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

                                        HUNTSMAN PACKAGING CORPORATION,

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

                                        [OTHER EXISTING GUARANTORS],

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

                                        THE BANK OF NEW YORK, as Trustee,

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


<PAGE>   127


127


       EXHIBIT D

                                     Form of
                       Transferee Letter of Representation

Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, UT 84108

Ladies and Gentlemen:

              This certificate is delivered to request a transfer of $
principal amount of the 13% Senior Subordinated Notes due 2010 (the "Notes") of
Huntsman Packaging Corporation (the "Issuer").

Upon transfer, the Notes would be registered in the name of the new beneficial
owner as follows:

Name:
     -----------------------------------------------------------------

Address:
        ---------------------------------------------------------------

Taxpayer ID Number:
                   ----------------------------------------------------

The undersigned represents and warrants to you that:

1.     We are an institutional "accredited investor" (as defined in Rule
       501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
       (the "Securities Act")), purchasing for our own account or for the
       account of such an institutional "accredited investor" at least $250,000
       principal amount of the Notes, and we are acquiring the Notes not with a
       view to, or for offer or sale in connection with, any distribution in
       violation of the Securities Act. We have such knowledge and experience in
       financial and business matters as to be capable of evaluating the merits
       and risks of our investment in the Notes, and we invest in or purchase
       securities similar to the Notes in the normal course of our business. We,
       and any accounts for which we are acting, are each able to bear the
       economic risk of our or its investment.

2.     We understand that the Notes have not been registered under the
       Securities Act and, unless so registered, may not be sold except as
       permitted in the following sentence. We agree on our own behalf and on
       behalf of any investor account for which we are purchasing Notes to
       offer, sell or otherwise transfer such Securities prior to the date that
       is two years after the later of the date of original issue and the last
       date on which the Company or any affiliate of the Company was the owner
       of such Notes (or any predecessor thereto) (the "Resale Restriction
       Termination Date") only (a) to the Company, (b) pursuant to a
       registration statement that has been declared effective under the
       Securities Act, (c) in a transaction complying with the requirements of
       Rule 144A under the Securities Act ("Rule 144A"), to a person we
       reasonably believe is a qualified institutional
<PAGE>   128

128

       buyer under Rule 144A (a "QIB") that is purchasing for its own account or
       for the account of a QIB and to whom notice is given that the transfer is
       being made in reliance on Rule 144A, (d) to an institutional "accredited
       investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
       Securities Act that is purchasing for its own account or for the account
       of such an institutional "accredited investor," in each case, in a
       minimum principal amount of Notes of $250,000, or (e) pursuant to any
       other available exemption from the registration requirements of the
       Securities Act, including the exemption provided for by Rule 144
       thereunder (if available) subject in each of the foregoing cases to any
       requirement of law that the disposition of our property or the property
       of such investor account or accounts be at all times within our or their
       control and in compliance with any applicable state securities laws. The
       foregoing restrictions on resale will not apply subsequent to the Resale
       Restriction Termination Date. If any resale or other transfer of the
       Notes is proposed to be made pursuant to clause (d) above prior to the
       Resale Restriction Termination Date, the transferor shall deliver a
       letter from the transferee substantially in the form of this letter to
       the Company and the Trustee, which shall provide, among other things,
       that the transferee is an institutional "accredited investor" within the
       meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and
       that it is acquiring such Notes for investment purposes and not for
       distribution in violation of the Securities Act. Each purchaser
       acknowledges that the Company and the Trustee reserve the right prior to
       the offer, sale or other transfer prior to the Resale Restriction
       Termination Date of the Securities pursuant to clause (d) or (e) above to
       require the delivery of an opinion of counsel, certifications or other
       information satisfactory to the Company and the Trustee.



                                              TRANSFEREE:                 ,
                                                         -----------------
  by:
     ---------------------------