<PAGE>

                                                                     EXHIBIT 4.6

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

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                          and RPP CAPITAL CORPORATION,
                                   as Issuers,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                   as Trustee

                                   ----------

                                    INDENTURE

                                   ----------

                            Dated as of April 9, 2003

                   9 1/2% Senior Second Secured Notes due 2010

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

<PAGE>

                              CROSS-REFERENCE TABLE

TIA Section                                                   Indenture Section
-----------                                                   -----------------

310(a)(1)................................................     7.10
   (a)(2)................................................     7.10
   (a)(3)................................................     N.A.
   (a)(4)................................................     N.A.
   (a)(5)................................................     7.8; 7.10
   (b)...................................................     7.8; 7.10; 13.2
   (c)...................................................     N.A.
311(a)...................................................     7.11
   (b)...................................................     7.11
   (c)...................................................     N.A.
312(a)...................................................     2.5
   (b)...................................................     13.3
   (c)...................................................     13.3
313(a)...................................................     7.6
   (b)(1)................................................     7.6
   (b)(2)................................................     7.6
   (c)...................................................     7.6; 13.2
   (d)...................................................     7.6
314(a)...................................................     4.8; 4.10; 13.2
   (b)...................................................     10.4
   (c)(1)................................................     7.2; 13.4; 13.5
   (c)(2)................................................     7.2; 13.4; 13.5
   (c)(3)................................................     N.A.
   (d)...................................................     10.6
   (e)...................................................     13.5
   (f)...................................................     N.A.
315(a)...................................................     7.1(b)
   (b)...................................................     7.5
   (c)...................................................     7.1
   (d)...................................................     6.5; 7.1(c)
   (e)...................................................     6.11
316(a)(last sentence)....................................     2.9
   (a)(1)(A).............................................     6.5
   (a)(1)(B).............................................     6.4
   (a)(2)................................................     N.A.
   (b)...................................................     6.7
   (c)...................................................     9.5
317(a)(1)................................................     6.8
   (a)(2)................................................     6.9
   (b)...................................................     2.4
318(a)...................................................     13.1
   (c)...................................................     13.1

----------
N.A. means Not Applicable.
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of this Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>                                                                    <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..................    1

   1.1    Definitions.................................................    1
   1.2    Incorporation by Reference of TIA...........................   35
   1.3    Rules of Construction.......................................   36

ARTICLE II THE SECURITIES.............................................   36

   2.1    Form and Dating.............................................   36
   2.2    Execution and Authentication................................   37
   2.3    Registrar and Paying Agent..................................   39
   2.4    Paying Agent to Hold Assets in Trust........................   39
   2.5    Holder Lists................................................   39
   2.6    Transfer and Exchange.......................................   40
   2.7    Replacement Securities......................................   41
   2.8    Outstanding Securities......................................   41
   2.9    Treasury Securities.........................................   42
   2.10   Temporary Securities........................................   42
   2.11   Cancellation................................................   42
   2.12   Defaulted Interest..........................................   42
   2.13   CUSIP and ISIN Numbers......................................   43
   2.14   Restrictive Legends.........................................   43
   2.15   Book-entry Provisions for Global Security...................   45
   2.16   Special Transfer Provisions.................................   46

ARTICLE III REDEMPTION................................................   49

   3.1    Notices to Trustee..........................................   49
   3.2    Selection of Securities to be Redeemed......................   50
   3.3    Notice of Redemption........................................   50
   3.4    Effect of Notice of Redemption..............................   51
   3.5    Deposit of Redemption Price.................................   51
   3.6    Securities Redeemed in Part.................................   51

ARTICLE IV COVENANTS..................................................   52

   4.1    Payment of Securities.......................................   52
   4.2    Maintenance of Office or Agency.............................   52
   4.3    Limitation on Restricted Payments...........................   52
   4.4    Limitation on Incurrence of Additional Indebtedness.........   57
   4.5    Corporate Existence.........................................   58
   4.6    Payment of Taxes and Other Claims...........................   58
   4.7    Maintenance of Properties and Insurance.....................   58
   4.8    Compliance Certificate; Notice of Default...................   59
   4.9    Compliance With Laws........................................   59
   4.10   Reports to Holders..........................................   59
   4.11   Waiver of Stay, Extension or Usury Laws.....................   60
   4.12   Limitations On Transactions With Affiliates.................   60
   4.13   Limitation On Dividend and Other Payment Restrictions
          Affecting Subsidiaries......................................   62
   4.14   Limitation on the Issuance and Sale of Capital
          Stock of Restricted Subsidiaries............................   64
   4.15   Limitation on Issuances of Guarantees By
          Restricted Subsidiaries.....................................   64
   4.16   Limitation on Liens.........................................   65
   4.17   Change of Control...........................................   66
   4.18   Limitation on Asset Sales...................................   68
   4.19   [Intentionally Omitted].....................................   72
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                      <C>
   4.20   [Intentionally Omitted].....................................   72
   4.21   Future Guarantors...........................................   72

ARTICLE V SUCCESSOR CORPORATION.......................................   72

   5.1    Merger, Consolidation and Sale of Assets....................   72
   5.2    Successor Corporation Substituted...........................   74

ARTICLE VI DEFAULT AND REMEDIES.......................................   75

   6.1    Events of Default...........................................   75
   6.2    Acceleration................................................   76
   6.3    Other Remedies..............................................   77
   6.4    Waiver of Past Defaults.....................................   77
   6.5    Control by Majority.........................................   77
   6.6    Limitation on Suits.........................................   78
   6.7    Rights of Holders to Receive Payment........................   78
   6.8    Collection Suit by Trustee..................................   78
   6.9    Trustee May File Proofs of Claim............................   79
   6.10   Priorities..................................................   79
   6.11   Undertaking for Costs.......................................   79
   6.12   Restoration of Rights and Remedies..........................   80
   6.13   Rights and Remedies Cumulative..............................   80

ARTICLE VII TRUSTEE...................................................   80

   7.1    Duties of Trustee...........................................   80
   7.2    Rights of Trustee...........................................   81
   7.3    Individual Rights of Trustee................................   83
   7.4    Trustee's Disclaimer........................................   83
   7.5    Notice of Default...........................................   83
   7.6    Reports by Trustee to Holders...............................   84
   7.7    Compensation and Indemnity..................................   84
   7.8    Replacement of Trustee......................................   85
   7.9    Successor Trustee by Merger, Etc............................   86
   7.10   Eligibility; Disqualification...............................   86
   7.11   Preferential Collection of Claims Against the Issuers.......   86

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE.......................   86

   8.1    Termination of the Issuers' Obligations.....................   86
   8.2    Legal Defeasance and Covenant Defeasance....................   88
   8.3    Conditions to Legal Defeasance or Covenant Defeasance.......   89
   8.4    Application of Trust Money..................................   90
   8.5    Repayment to the Issuers....................................   91
   8.6    Reinstatement...............................................   91

ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS........................   91

   9.1    Without Consent of Holders..................................   91
   9.2    With Consent of Holders.....................................   92
   9.3    [Intentionally Omitted].....................................   93
   9.4    Compliance with TIA.........................................   93
   9.5    Revocation and Effect of Consents...........................   94
   9.6    Notation on or Exchange of Securities.......................   94
   9.7    Trustee to Sign Amendments, Etc.............................   94

ARTICLE X COLLATERAL AND SECURITY DOCUMENTS...........................   95

   10.1   Collateral and Security Documents...........................   95
   10.2   Application of Proceeds of Collateral.......................   95
   10.3   Possession, Use and Release of Collateral...................   95
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                      <C>
   10.4   Opinion of Counsel..........................................   97
   10.5   Further Assurances..........................................   97
   10.6   Trust Indenture Act Requirements............................   97
   10.7   Suits to Protect the Collateral.............................   97
   10.8   Purchaser Protected.........................................   98
   10.9   Powers Exercisable by Receiver or Trustee...................   98
   10.10  Release Upon Termination of Company's Obligations...........   98

ARTICLE XI GUARANTEE OF SECURITIES....................................   98

   11.1   Unconditional Subsidiary Guarantee..........................   98
   11.2   Limitations on Subsidiary Guarantees........................  100
   11.3   Execution and Delivery of Subsidiary Guarantee..............  100
   11.4   Release of a Guarantor......................................  101
   11.5   Waiver of Subrogation.......................................  101
   11.6   Immediate Payment...........................................  102
   11.7   No Set-off..................................................  102
   11.8   Obligations Absolute........................................  102
   11.9   Obligations Continuing......................................  102
   11.10  Obligations Not Reduced.....................................  103
   11.11  Obligations Reinstated......................................  103
   11.12  Obligations Not Affected....................................  103
   11.13  Waiver......................................................  104
   11.14  No Obligation to Take Action Against the Issuers............  105
   11.15  Dealing With the Issuers and Others.........................  105
   11.16  Default and Enforcement.....................................  105
   11.17  Amendment, Etc..............................................  105
   11.18  Acknowledgment..............................................  106
   11.19  Costs and Expenses..........................................  106
   11.20  No Merger or Waiver; Cumulative Remedies....................  106
   11.21  Survival of Obligations.....................................  106
   11.22  Subsidiary Guarantee in Addition to Other Obligations.......  106
   11.23  Severability................................................  106
   11.24  Successors and Assigns......................................  107

ARTICLE XII [INTENTIONALLY OMITTED]...................................  107

ARTICLE XIII MISCELLANEOUS............................................  107

   13.1   TIA Controls................................................  107
   13.2   Notices.....................................................  107
   13.3   Communications by Holders with Other Holders................  108
   13.4   Certificate and Opinion as to Conditions Precedent..........  109
   13.5   Statements Required in Certificate or Opinion...............  109
   13.6   Rules by Trustee, Paying Agent, Registrar...................  109
   13.7   Legal Holidays..............................................  109
   13.8   Governing Law...............................................  109
   13.9   No Adverse Interpretation of Other Agreements...............  110
   13.10  No Recourse Against Others..................................  110
   13.11  Successors..................................................  110
   13.12  Duplicate Originals.........................................  110
   13.13  Severability................................................  110
   13.14  Designation of Securities and Waivers Under
          Existing Indenture..........................................  110

   Signatures.........................................................  S-1
</TABLE>

                                       iii

<PAGE>

Exhibit A  -  Form of Initial Note
Exhibit B  -  Form of Exchange Note
Exhibit C  -  Form of Certificate for Transfers to Non-QIB Accredited Investors
Exhibit D  -  Form of Certificate for Transfers Pursuant to Regulation S
Exhibit E  -  Guarantee

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

                                       iv

<PAGE>

        INDENTURE dated as of April 9, 2003 among RESOLUTION PERFORMANCE
PRODUCTS LLC, a Delaware limited liability company ("RPP LLC" or the "Company"),
and RPP CAPITAL CORPORATION, a Delaware corporation ("RPP Capital" and together
with RPP LLC, collectively the "Issuers"), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as trustee (the "Trustee").

        The Issuers have duly authorized the creation of an issue of 9 1/2%
Senior Second Secured Notes due 2010 and, when and if issued as provided in the
Registration Rights Agreement in an Exchange Offer, 9 1/2% Senior Second Secured
Notes due 2010, and, to provide therefor, the Issuers have duly authorized the
execution and delivery of this Indenture. All things necessary to make the
Securities, when duly issued and executed by the Issuers and authenticated and
delivered hereunder, the valid and binding obligations of the Issuers and to
make this Indenture a valid and binding agreement of the Issuers have been done.

        This Indenture is subject to, and shall be governed by, the mandatory
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

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

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.1     DEFINITIONS.

        "13 1/2% Senior Subordinated Notes Due 2010" means the Issuers' 13 1/2%
Senior Subordinated Notes Due 2010 issued under the Existing Indenture.

        "Accredited Investor" has the meaning set forth in Section 2.16(a).

        "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries (1) existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with the
Company or any of its Restricted Subsidiaries or (2) assumed in connection with
the acquisition of assets from such Person, in each case, not incurred by such
Person in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

        "Actual Knowledge" means the actual fact or statement of knowing,
without any duty to make any investigation with regard thereto.

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

<PAGE>

this Indenture, the Royal Dutch/Shell Group of Companies and their Affiliates
shall not be deemed to be an Affiliate of the Company so long as they
beneficially own securities representing less than thirty-five percent of the
voting power of the Company or RPP Inc.; provided that Apollo beneficially owns
securities representing a greater percentage of the voting power of the Company
or RPP Inc. than the Royal Dutch/Shell Group of Companies and their Affiliates.

        "Affiliate Transaction" has the meaning set forth in Section 4.12(a).

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

        "Agent Members" has the meaning set forth in Section 2.15(a).

        "Apollo" means Apollo Management IV, L.P. and its Affiliates.

        "Applicable Indebtedness" means:

                (1)     in respect of any asset that is the subject of an Asset
        Sale at a time when such asset is included in the Collateral, Pari Passu
        Indebtedness or Indebtedness of a Subsidiary of the Company that, in
        each case, is secured at such time by Collateral under a Lien that is
        senior or prior to the Second Priority Liens (including, without
        limitation, the First Priority Lien Obligations);

                (2)     in respect of any asset that is the subject of an Asset
        Sale at a time when such asset is not included in the Collateral but is
        owned by a Foreign Subsidiary the stock of which is included in the
        Collateral, or owned by any direct or indirect Foreign Subsidiary
        thereof, any Indebtedness described in clause (1) above or any
        Indebtedness of any Foreign Subsidiary (other than Indebtedness owed to
        the Company or any Subsidiary of the Company); or

                (3)     in respect of any other asset, any Pari Passu
        Indebtedness or any unsubordinated Indebtedness of any Guarantor, and in
        the case of an Asset Sale by a Subsidiary that is not RPP Capital or a
        Guarantor, Indebtedness of any Subsidiary.

        "Applicable Pari Passu Indebtedness" means:

                (1)     in respect of any asset that is the subject of an Asset
        Sale at a time when such asset is included in the Collateral, Pari Passu
        Indebtedness that is secured at such time by all or any part of the
        Collateral;

                (2)     in respect of any asset that is the subject of an Asset
        Sale at a time when such asset is not included in the Collateral but is
        owned by a Foreign Subsidiary the stock of which is included in the
        Collateral, or owned by any direct or indirect Foreign Subsidiary
        thereof, any Pari Passu Indebtedness that is secured at such time by all
        or any part of the Collateral; or

                (3)     in respect of any other asset, any Pari Passu
        Indebtedness.

                                        2

<PAGE>

        "Applicable Premium" means, with respect to a Security, the greater of
(i) 1.0% of the then outstanding principal amount of such Security and (ii) (a)
the present value of all remaining required interest and principal payments due
on such Security and all premium payments relating thereto assuming a redemption
date of April 15, 2006, computed using a discount rate equal to the Treasury
Rate plus 50 basis points, minus (b) the then outstanding principal amount of
such Security minus (c) accrued interest paid on the date of redemption.

        "Applicable Value" has the meaning set forth in the definition of
"Collateral."

        "Asset Acquisition" means:

                (1)     an Investment by the Company or any Restricted
        Subsidiary of the Company in any other Person pursuant to which such
        Person shall become a Restricted Subsidiary of the Company or any
        Restricted Subsidiary of the Company, or shall be merged with or into or
        consolidated with the Company or any Restricted Subsidiary of the
        Company; or

                (2)     the acquisition by the Company or any Restricted
        Subsidiary of the Company of the assets of any Person (other than a
        Restricted Subsidiary of the Company) which constitute all or
        substantially all of the assets of such Person or comprise any division
        or line of business of such Person or any other properties or assets of
        such Person other than in the ordinary course of business.

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

                (1)     a transaction or series of related transactions for
        which the Company or its Restricted Subsidiaries receive aggregate
        consideration of less than $3.0 million;

                (2)     the sale or exchange of equipment in connection with the
        purchase or other acquisition of other equipment, in each case used in
        the business of the Company and its Restricted Subsidiaries;

                (3)     the sale, lease, conveyance, disposition or other
        transfer of all or substantially all of the assets of the Company as
        permitted under Section 5.1;

                (4)     disposals of equipment in connection with the
        reinvestment in or the replacement of its equipment and disposals of
        worn-out or obsolete equipment, in each case in the ordinary course of
        business of the Company or its Restricted Subsidiaries;

                (5)     the sale of accounts receivable pursuant to a Qualified
        Receivables Transaction;

                                        3

<PAGE>

                (6)     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;

                (7)     the disposition of any Capital Stock or other ownership
        interest in or assets or property of an Unrestricted Subsidiary;

                (8)     Capacity Arrangements;

                (9)     any Restricted Payment permitted under Section 4.3 or
        that constitutes a Permitted Investment; and

                (10)    one or more Sale and Leaseback Transactions for which
        the Company or any Restricted Subsidiary of the Company receives
        aggregate consideration from all such Sale and Leaseback Transactions of
        less than $15.0 million.

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

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as such term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition, regardless of when such right may be exercised.

        "Board of Directors" means, as to any Person, the board of directors or
equivalent governing board of such Person or any duly authorized committee
thereof.

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

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

        "Capacity Arrangements" means any agreement or arrangement involving,
relating to or otherwise facilitating, (a) requirement contracts, (b) tolling
arrangements or (c) the reservation or presale of production capacity of the
Company or its Restricted Subsidiaries by one or more third parties.

        "Capitalized Lease Obligation" means, as to any Person, the obligations
of such Person under a lease that are required to be classified and accounted
for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with

                                        4

<PAGE>

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 by prepaid by the lessee without payment of a penalty.

        "Capital Stock" means:

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

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

        "Cash Equivalents" means:

                (1)     U.S. dollars, and in the case of any Foreign Restricted
        Subsidiaries of the Company, Euros and such local currencies held by
        them from time to time in the ordinary course of business;

                (2)     marketable direct obligations issued by, or
        unconditionally guaranteed by, the United States, Germany, Spain, Great
        Britain and The Netherlands or issued by any agency thereof and backed
        by the full faith and credit of the respective country, in each case
        maturing within one year from the date of acquisition thereof;

                (3)     marketable direct obligations issued by any state of the
        United States of America or any political subdivision of any such state
        or any public instrumentality thereof maturing within one year from the
        date of acquisition thereof and, at the time of acquisition, having one
        of the two highest ratings obtainable from either Standard & Poor's
        Ratings Services ("S&P") or Moody's Investors Service, Inc. ("Moody's")
        or, if Moody's and S&P cease to exist, any other nationally recognized
        statistical rating organization designated by the Board of Directors of
        the Company;

                (4)     commercial paper maturing no more than one year from the
        date of creation thereof and, at the time of acquisition, having a
        rating of at least A-1 from S&P or at least P-1 from Moody's or, if
        Moody's and S&P cease to exist, the equivalent from any other nationally
        recognized statistical rating organization designated by the Board of
        Directors of the Company;

                (5)     time deposits, certificates of deposit or bankers'
        acceptances maturing within one year from the date of acquisition
        thereof issued by any bank organized under the laws of the United States
        of America or any state thereof or the District of Columbia or any
        foreign jurisdiction having at the date of acquisition thereof combined
        capital and surplus of not less than $250.0 million;

                                        5

<PAGE>

                (6)     repurchase obligations with a term of not more than
        thirty days for underlying securities of the types described in clause
        (2) above entered into with any bank meeting the qualifications
        specified in clause (5) above;

                (7)     investments in money market funds, which invest
        substantially all their assets in securities of the types described in
        clauses (2) through (6) above; and

                (8)     overnight deposits and demand deposit accounts (in the
        respective local currencies) maintained in the ordinary course of
        business.

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

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

                (2)     any approval, adoption or initiating of a plan or
        proposal for the liquidation or dissolution of RPP Inc. or RPP LLC
        (whether or not otherwise in compliance with the provisions of this
        Indenture);

                (3)     any Person or Group, together with any Affiliates
        thereof (other than the Permitted Holders) shall become the Beneficial
        Owner or owner of record (by way of merger, consolidation or other
        business combinations or by purchase in one transaction or a series of
        related transactions) of shares representing more than 50% of the
        aggregate ordinary voting power represented by the issued and
        outstanding Capital Stock of RPP Inc. or RPP LLC;

                (4)     any Person or Group, together with any Affiliates or
        related Persons thereof (other than the Permitted Holders) shall succeed
        in having a sufficient number of its nominees elected to the Board of
        Directors of RPP Inc. or RPP LLC such that such nominees, when added to
        any existing director remaining on the Board of Directors of RPP Inc. or
        RPP LLC after such election who was a nominee of or is an Affiliate or
        related Person of such Person or Group, will constitute a majority of
        the Board of Directors of RPP Inc. or RPP LLC; or

                (5)     RPP Inc. shall cease to own, directly or indirectly, a
        majority of the Capital Stock of the Company.

        "Change of Control Date" has the meaning set forth in Section 4.17(c).

        "Change of Control Offer" has the meaning set forth in Section 4.17(a).

        "Change of Control Payment Date" has the meaning set forth in Section
        4.17(a).

                                        6

<PAGE>

        "Collateral" means (1) substantially all of the Company's and each
Domestic Subsidiary's property and assets (to the extent such assets secure the
Credit Agreement and are subject to or required to be subject to the Second
Priority Liens created by the Security Documents), other than Excluded
Collateral, and including, without limitation, receivables, contracts,
inventory, cash and cash accounts, equipment, intellectual property, insurance
policies, permits, commercial tort claims, chattel paper, letter of credit
rights, supporting obligations, general intangibles and proceeds and products
from any and all of the foregoing; and (2) all of the capital stock or other
securities of Domestic Subsidiaries owned directly or indirectly by the Company
and its other Domestic Subsidiaries and 65% of the capital stock or other
securities of Foreign Subsidiaries owned directly by the Company or any Domestic
Subsidiary of the Company, but, in each case, only to the extent that the
inclusion of such capital stock or other securities shall mean that the
aggregate principal amount, par value, book value as carried by the Company or
the market value, whichever is the greatest (the "Applicable Value"), of any
such capital stock or other securities of any such Subsidiary of the Company is
not equal to or greater than 20% of the aggregate principal amount of Securities
outstanding.

        "Collateral Agent" means Morgan Stanley & Co., Incorporated, as
collateral agent under the Security Documents, and/or any other collateral agent
or trustee appointed in accordance with the terms of the Security Agreement.

        "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, with respect to the
Commission's duties under the TIA, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the TIA, then the body performing such duties at such time.

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

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

        "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter shall mean such
successor Person.

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

                (1)     Consolidated Net Income; and

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

                                        7

<PAGE>

                        (a)     all income taxes of such Person and its
                Restricted Subsidiaries paid or accrued in accordance with GAAP
                for such period (other than income taxes attributable to
                extraordinary, unusual or nonrecurring gains or losses),

                        (b)     Consolidated Interest Expense, and

                        (c)     Consolidated Non-cash Charges less any non-cash
                items increasing Consolidated Net Income for such period,

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

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

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

                (2)     any asset sales or other dispositions or Asset
        Acquisitions (including, without limitation, any Asset Acquisition
        giving rise to the need to make such calculation as a result of such
        Person or one of its Restricted Subsidiaries (including any Person who
        becomes a Restricted Subsidiary as a result of the Asset Acquisition)
        incurring, assuming or otherwise being liable for Acquired Indebtedness
        and also including any Consolidated EBITDA (including any pro forma
        expense and cost reductions, adjustments and other operating
        improvements or synergies both achieved by such Person during such
        period and to be achieved by such Person and with respect to the
        acquired assets, all as determined in good faith by a responsible
        financial or accounting officer of such Person attributable to the
        assets which are the subject of the Asset Acquisition or asset sale or
        other dispositions during the Four Quarter Period) occurring during the
        Four Quarter Period or at any time subsequent to the last day of the
        Four Quarter Period and on or prior to the Transaction Date, as if such
        asset sale or other dispositions or Asset Acquisition (including the
        incurrence, assumption or liability for any such Acquired Indebtedness)
        occurred on the first day of the Four Quarter Period. If such Person or
        any of its

                                        8

<PAGE>

        Restricted Subsidiaries directly or indirectly guarantees Indebtedness
        of a third Person, the preceding sentence shall give effect to the
        incurrence of such guaranteed Indebtedness as if such Person or any
        Restricted Subsidiary of such Person had directly incurred or otherwise
        assumed such guaranteed Indebtedness.

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

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

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

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

                (1)     Consolidated Interest Expense (excluding amortization or
        write-off of deferred financing costs), plus

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

        "Consolidated Indebtedness" means, at any time, the sum of (without
duplication) all Indebtedness of the Company and its Restricted Subsidiaries
exclusive of the items referred to in clauses (6) and (8) of the definition of
Indebtedness.

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

                (1)     the aggregate of the interest expense of such Person and
        its Restricted Subsidiaries for such period determined on a consolidated
        basis in accordance with GAAP, including, without limitation, (a) any
        amortization of debt discount and amortization or write-off of deferred
        financing costs (including the amortization of costs relating to
        interest rate caps or other similar agreements), (b) the net costs under
        Interest Swap Obligations, (c) all capitalized interest and (d) the
        interest portion of any deferred payment obligation; and

                (2)     the interest component of Capitalized Lease Obligations
        paid, accrued and/or scheduled to be paid or accrued by such Person and
        its Restricted Subsidiaries

                                        9

<PAGE>

        during such period as determined on a consolidated basis in accordance
        with GAAP, minus interest income for such period.

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

                (1)     after-tax gains or losses from Asset Sales (without
        regard to the $3.0 million limitation set forth in the definition
        thereof) or abandonments or reserves relating thereto;

                (2)     after-tax items which are extraordinary gains or losses
        or nonrecurring gains, losses, expenses or income (including, without
        limitation, expenses related to the Transactions, severance and
        transition expenses incurred as a direct result of the transition of the
        Company to an independent operating company in connection with the
        Transactions provided that with respect to any non-recurring item or
        transition expense, the Company delivers to the Trustee an Officers'
        Certificate specifying and quantifying such item or expense and states
        that such item or expense is a general non-recurring item or
        specifically a severance or transition expense, as the case may be);

                (3)     the net income of any Person acquired in a "pooling of
        interests" transaction accrued prior to the date it becomes a Restricted
        Subsidiary of the referent Person or is merged or consolidated with the
        referent Person or any Restricted Subsidiary of the referent Person;

                (4)     the net income (but not loss) of any Restricted
        Subsidiary of the referent Person to the extent that the declaration of
        dividends or similar distributions by that Restricted Subsidiary of that
        income is prohibited by contract, operation of law or otherwise;

                (5)     the net income of any Person, other than a Restricted
        Subsidiary of the referent Person, except to the extent of cash
        dividends or distributions paid to the referent Person or to a
        Restricted Subsidiary of the referent Person by such Person;

                (6)     the establishment of accruals and reserves within twelve
        months after November 14, 2000 that are required to be so established in
        accordance with GAAP;

                (7)     income or loss attributable to discontinued operations
        (including, without limitation, operations disposed of during such
        period whether or not such operations were classified as discontinued);
        and

                (8)     in the case of a successor to the referent Person by
        consolidation or merger or as a transferee of the referent Person's
        assets, any earnings of the successor corporation prior to such
        consolidation, merger or transfer of assets.

        "Consolidated Non-cash Charges" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash expenses
(solely for the purpose of

                                       10

<PAGE>

determining compliance with Section 4.3, excluding any non-cash items for which
a future cash payment will be required and for which an accrual or reserve is
required by GAAP to be made) of such Person and its Restricted Subsidiaries
reducing Consolidated Net Income of such Person and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP.

        "Consolidated Senior Secured Debt" means, at any time, as determined at
such time for the Company and its Subsidiaries on a consolidated basis in
accordance with GAAP, the sum of, without duplication, (i) the aggregate
principal amount of unsubordinated Indebtedness of the Company or any Restricted
Subsidiary of the Company secured by a Lien on any assets of the Company or any
Restricted Subsidiary and (ii) the aggregate principal amount of all outstanding
Indebtedness under the Securities.

        "Consolidated Senior Secured Leverage Ratio" means as of any date the
ratio of Consolidated Senior Secured Debt on such date to Consolidated EBITDA of
the Company and its Restricted Subsidiaries on a consolidated basis as
determined in accordance with GAAP for the four full fiscal quarters for which
financial statements are available (the "Four Quarter Period") ending on or
prior to the date of the transaction giving rise to the need to calculate the
Consolidated Senior Secured Leverage Ratio (the "Transaction Date"). In addition
to and without limitation of the foregoing, for purposes of this definition,
"Consolidated EBITDA" and "Consolidated Senior Secured Debt" shall be calculated
after giving effect on a pro forma basis (consistent with the provisions below)
for the period of such calculation to:

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

                (2)     any asset sales or other dispositions or Asset
        Acquisitions (including, without limitation, any Asset Acquisition
        giving rise to the need to make such calculation as a result of the
        Company or one of its Restricted Subsidiaries (including any Person who
        becomes a Restricted Subsidiary as a result of the Asset Acquisition)
        incurring, assuming or otherwise being liable for Acquired Indebtedness
        and also including any Consolidated EBITDA (including any pro forma
        expense and cost reductions, adjustments and other operating
        improvements or synergies both achieved by the Company during such
        period and to be achieved by the Company and with respect to the
        acquired assets, all as determined in good faith by a responsible
        financial or accounting officer of the Company, attributable to the
        assets which are the subject of the Asset Acquisition or asset sale or
        other dispositions during the Four Quarter Period) occurring during the
        Four Quarter Period or at any time subsequent to the last day of the
        Four Quarter Period and on or prior to the Transaction Date, as if such
        asset sale or other dispositions or Asset Acquisition (including the
        incurrence, assumption or liability for

                                       11

<PAGE>

        any such Acquired Indebtedness) occurred on the first day of the Four
        Quarter Period. If the Company or any of its Restricted Subsidiaries
        directly or indirectly guarantees Indebtedness of a third Person, the
        preceding sentence shall give effect to the incurrence of such
        guaranteed Indebtedness as if the Company or any such Restricted
        Subsidiary of the Company had directly incurred or otherwise assumed
        such guaranteed Indebtedness.

        "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at Corporate Trust and Agency Services, 280 Park Avenue, 9th Floor, New
York, New York 10017; Attn: Dorothy Robinson.

        "Covenant Defeasance" has the meaning set forth in Section 8.2(c).

        "Credit Agreement" means the Credit Agreement dated as of November 14,
2000 as amended through to the Issue Date, among the Company, RPP Capital, one
or more other Subsidiaries of the Company, the lenders party thereto in their
capacities as lenders thereunder and Morgan Stanley Senior Funding, Inc., as
administrative agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each
case as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

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

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

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

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

        "Disqualified Capital Stock" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control or an Asset Sale), matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof (except, in each case, upon the
occurrence of a Change of Control or an Asset Sale), on or prior to the final
maturity date of the Securities; provided that any class of Capital Stock of
such Person that by its terms authorizes such Person to satisfy its obligations
thereunder by delivery of Qualified Capital Stock shall not be deemed
Disqualified Capital Stock.

                                       12

<PAGE>

        "Domestic Restricted Subsidiary" means any Restricted Subsidiary of the
Company incorporated or otherwise organized or existing under the laws of the
United States, any State thereof or the District of Columbia.

        "Domestic Subsidiary" means any Subsidiary of the Company incorporated
or otherwise organized or existing under the laws of the United States, any
State thereof or the District of Columbia.

        "Euros" means the single currency of the participating member states as
described in any legislative measures of the European Union for the introduction
of, change over to, or operation of, a single or unified European currency.

        "Event of Default" has the meaning set forth in Section 6.1.

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

        "Exchange Notes" means the 9 1/2% Senior Second Secured Notes due 2010
(the terms of which are identical to the Initial Notes except that the Exchange
Notes shall be registered under the Securities Act, and shall not contain the
restrictive legend on the face of the form of the Initial Notes), to be issued
in exchange for the Initial Notes pursuant to the registered Exchange Offer.

        "Exchange Offer" means the registration by the Company under the
Securities Act pursuant to a registration statement of the offer by the Company
to each Holder of the Initial Notes to exchange all the Initial Notes held by
such Holder for the Exchange Notes in an aggregate principal amount equal to the
aggregate principal amount of the Initial Notes held by such Holder, all in
accordance with the terms and conditions of the Registration Rights Agreement.

        "Excluded Collateral" means (i) any property or assets owned by any
Foreign Subsidiaries, (ii) any real property and real property leases (domestic
or foreign), (iii) any capital stock or other securities of Subsidiaries
referred to in clause (2) of the definition of "Collateral" the Applicable Value
of which is equal to or greater than 20% of the aggregate principal amount of
the Securities outstanding and (iv) proceeds and products from any and all of
the foregoing excluded collateral described in clauses (i) through (iii), unless
such proceeds or products would otherwise constitute Collateral; provided
however, in the event that Rule 3-16 or Rule 3-10 or Regulation S-X under the
Securities Act is amended, modified or interpreted by the Commission to require
(or is replaced with another rule or regulation, or any other law, rule or
regulation is adopted, which would require) the filing with the Commission (or
any other governmental agency) of separate financial statements of any
Subsidiary of the Company due to the fact that such Subsidiary's capital stock
or other securities of such Subsidiary secure the Securities, then the capital
stock or other securities of such Subsidiary shall automatically be deemed not
to be part of the Collateral but only to the extent necessary to not be subject
to such requirement and shall automatically be deemed part of the Excluded
Collateral.

        "Excluded Contribution" means Net Cash Proceeds received by the Company
from (a) contributions to its common equity capital and (b) the sale of
Qualified Capital Stock of the

                                       13

<PAGE>

Company, in each case designated as Excluded Contributions pursuant to an
Officers' Certificate executed on the date such capital contributions are made
or the date such Qualified Capital Stock is sold, as the case may be, which are
excluded from the calculation set forth in clause (c) of Section 4.3.

        "Existing Indenture" means the Indenture dated as of November 14, 2000
as amended or supplemented from time to time according to the terms thereof,
among the Issuers and The Bank of New York, as successor to corporate trust
business of United States Trust Company of New York, governing the 13 1/2%
Senior Subordinated Notes Due 2010.

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

        "First Priority Liens" means all Liens that secure the First Priority
Lien Obligations.

        "First Priority Lien Obligations" means (i) the Indebtedness and other
Obligations under the Credit Agreement, (ii) the Indebtedness and other
Obligations in respect of Interest Swap Obligations, Currency Agreements,
Commodity Agreements and other hedging arrangements and agreements and (iii)
Indebtedness and other Obligations under the Overdraft Facility, in the case of
each of (i), (ii) and (iii), of the Company and its Subsidiaries.

        "Foreign Restricted Subsidiary" means any Restricted Subsidiary of the
Company incorporated in any jurisdiction outside of the United States.

        "Foreign Subsidiary" means any Subsidiary of the Company incorporated in
any jurisdiction outside of the United States.

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which were in effect as of November 14, 2000.

        "Global Security" has the meaning set forth in Section 2.1.

        "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) 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
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business) to take-or-pay, or to maintain
financial statement conditions or otherwise), or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to

                                       14

<PAGE>

protect such obligee against loss in respect thereof (in whole or in part);
provided 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.

        "Guaranteed Indebtedness" has the meaning set forth in Section 4.15.

        "Guarantor" means:

                (1)     each New Domestic Restricted Subsidiary required to
        execute and deliver a Subsidiary Guarantee pursuant to Section 4.21; and

                (2)     each of the Company's other Restricted Subsidiaries that
        in the future executes a supplemental indenture, in which such
        Restricted Subsidiary agrees to be bound by the terms of this Indenture
        as a Guarantor,

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

        "Holder" or "Securityholder" means the registered holder of any
Security.

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

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

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

                (3)     all Capitalized Lease Obligations of such Person;

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

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

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

                (7)     all Obligations of any other Person of the type referred
        to in clauses (1) through (6) which are secured by any Lien on any
        property or asset of such Person, the amount of such Obligation being
        deemed to be the lesser of the fair market value of such property or
        asset or the amount of the Obligation so secured;

                (8)     all Obligations under Currency Agreements, Commodity
        Agreements and Interest Swap Obligations of such Person; and

                                       15

<PAGE>

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

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock. For purposes of Section 4.4, in determining the principal amount of any
Indebtedness to be incurred by the Company or any Restricted Subsidiary or which
is outstanding at any date, the principal amount of any Indebtedness which
provides that an amount less than the principal amount thereof shall be due upon
any declaration of acceleration thereof shall be the accreted value thereof at
the date of determination.

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

        "Independent Financial Advisor" means a firm:

                (1)     which does not have a direct or indirect common equity
        interest in the Company; and

                (2)     which, in the judgment of the Board of Directors of the
        Company, is otherwise independent and qualified to perform the task for
        which it is to be engaged.

        "Initial Notes" means the 9 1/2% Senior Second Secured Notes due 2010 of
the Issuers issued on the Issue Date and authenticated and delivered under this
Indenture pursuant to Section 2.2 and any other notes (other than Exchange
Notes) issued after the Issue Date in accordance with clause (iii) of the fourth
paragraph of Section 2.2.

        "Institutional Accredited Investor" has the meaning set forth in Section
2.16(a).

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

        "Interest Swap Obligations" means the obligations of any Person pursuant
to any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, interest rate swaps, caps, floors, collars
and similar agreements.

                                       16

<PAGE>

        "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" shall exclude extensions of trade credit by,
prepayment of expenses by, and receivables owing to, the Company and its
Restricted Subsidiaries on commercially reasonable terms in accordance with
normal trade practices of the Company or such Restricted Subsidiary, as the case
may be. For purposes of Section 4.3:

                (1)     "Investment" shall include and be valued at the fair
        market value of the net assets of any Restricted Subsidiary of the
        Company at the time that such Restricted Subsidiary is designated an
        Unrestricted Subsidiary of the Company and shall exclude the fair market
        value of the net assets of any Unrestricted Subsidiary of the Company at
        the time that such Unrestricted Subsidiary is designated a Restricted
        Subsidiary of the Company; and

                (2)     the amount of any Investment shall be the original cost
        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 Investment, reduced by the payment of
        dividends or distributions in connection with such Investment or any
        other amounts received in respect of such Investment; provided that no
        such payment of dividends or distributions or receipt of any such other
        amounts shall reduce the amount of any Investment if such payment of
        dividends or distributions or receipt of any such amounts would be
        included in Consolidated Net Income.

If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Common Stock of any Person that prior to such sale or
disposition was a direct or indirect Restricted Subsidiary of the Company and
after giving effect to any such sale or disposition, ceases to be a Restricted
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Common Stock of such Person not sold or disposed of.

        "Issue Date" means April 9, 2003, the date of original issuance of the
Initial Notes.

        "Issuers" means the parties named as such in the first paragraph of this
Indenture.

        "Legal Defeasance" has the meaning set forth in Section 8.2(b).

        "Leverage Ratio" means, with respect to any Person as of any date, the
ratio of (i) Consolidated Indebtedness on such date to (ii) Consolidated EBITDA
of such Person during the Four Quarter Period ending on or prior to the
Transaction Date. In addition to and without limitation of the foregoing, for
purposes of this definition, "Consolidated EBITDA" and "Consolidated
Indebtedness" shall be calculated after giving effect on a pro forma basis for
the period of such calculation to clause (2) of the first paragraph of the
definition of "Consolidated Fixed Charge Coverage Ratio."

                                       17

<PAGE>

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

        "Management Agreement" means the Management Agreement dated as of
November 14, 2000 between the Company and Apollo.

        "Master Sale Agreement" means the Master Sale Agreement dated July 10,
2000 among Shell Oil Company, as Seller, Resin Acquisition, LLC, as Buyer, and
RPP Inc.

        "Maturity Date" means April 15, 2010.

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

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

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

                (3)     repayment of Indebtedness that is required to be repaid
        in connection with such Asset Sale;

                (4)     appropriate amounts to be provided by the Company or any
        Restricted Subsidiary, as the case may be, as a reserve, in accordance
        with GAAP, against any liabilities associated with such Asset Sale and
        retained by the Company or any Restricted Subsidiary, as the case may
        be, after such Asset Sale, including, without limitation, pension and
        other post-employment benefit liabilities, liabilities related to
        environmental matters and liabilities under any indemnification
        obligations associated with such Asset Sale; and

                (5)     all distributions and other payments required to be made
        to minority interest holders in Restricted Subsidiaries or joint
        ventures as a result of such Asset Sales;

and (b) 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' or initial purchasers' 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.

        "Net Proceeds Offer" has the meaning set forth in Section 4.18.

                                       18

<PAGE>

        "Net Proceeds Offer Amount" has the meaning set forth in Section 4.18.

        "Net Proceeds Offer Payment Date" has the meaning set forth in Section
4.18.

        "Net Proceeds Offer Trigger Date" has the meaning set forth in Section
4.18.

        "New Domestic Restricted Subsidiary" has the meaning set forth in
Section 4.21.

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

        "Non-U.S. Sale Agreement" means the Sale Agreement dated as of September
11, 2000 between Shell Petroleum N.V. and RPP Inc.

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

        "Offering Memorandum" means the Offering Memorandum dated April 3, 2003
relating to the offering of the Initial Notes issued on the Issue Date.

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

        "Officers' Certificate" means a certificate signed by two Officers of
either Issuer or of any Guarantor, as applicable.

        "Offshore Global Securities" has the meaning provided in Section 2.1.

        "Offshore Physical Securities" has the meaning provided in Section 2.1.

        "Opinion of Counsel" means a written opinion from legal counsel, which
opinion and counsel are reasonably acceptable to the Trustee.

        "Option Plan" means the Resolution Performance Products Inc. 2000 Stock
Option Plan.

        "Overdraft Facility" means the line of credit or overdraft facility
between the Company and Citibank N.A., referred to in the Security Agreement,
together with the related documents (including, without limitation, any
guarantee agreements and security documents), in each case as such agreements
may be amended (including any amendment and restatement), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

                                       19

<PAGE>

        "Pari Passu Indebtedness" means any unsubordinated Indebtedness of
either Issuer (other than any Indebtedness owed to the Company or any Subsidiary
of the Company).

        "Paying Agent" has the meaning set forth in Section 2.3.

        "Permanent Offshore Global Securities" has the meaning provided in
Section 2.1.

        "Permitted Business" means the business of the Company and its
Restricted Subsidiaries as existing on the Issue Date and any other businesses
that are the same, similar or reasonably related, ancillary or complementary
thereto and reasonable extensions thereof.

        "Permitted Holders" means Apollo and other Related Parties.

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

                (1)     Indebtedness under the Securities and any Subsidiary
        Guarantees in an aggregate principal amount not to exceed $175,000,000;

                (2)     Indebtedness incurred pursuant to the Credit Agreement
        by the Company and its Restricted Subsidiaries, including RPP Europe, in
        an aggregate principal amount at any time outstanding not to exceed
        $600.0 million less (A) scheduled permanent repayments of Indebtedness
        under the Credit Agreement after November 14, 2000 made upon or after
        the scheduled maturity date for such payment by the Company and its
        Restricted Subsidiaries, if the Leverage Ratio of the Company on the
        date such payment is made is more than 3.0 to 1.0, and (B) the amount of
        all repayments of term debt and permanent commitment reductions under
        the Credit Agreement with (i) Net Cash Proceeds of Asset Sales applied
        thereto as required by Section 4.18(iii) and (ii) Excess Cash Flow (as
        such term is defined in the Existing Indenture) applied thereto in the
        amounts required by section 4.20 of the Existing Indenture if the
        Leverage Ratio of the Company on the date such payment or commitment
        reduction is made is more than 3.0 to 1.0 and (C) the aggregate
        principal amount of Securities originally issued on the Issue Date
        (provided that the amount in this clause (C) shall be reduced by the
        amount of any redemptions or repurchases thereof by the Company made
        after the Issue Date); provided that the aggregate principal amount of
        Indebtedness permitted to be incurred from time to time under this
        clause (2) shall be reduced dollar for dollar by the principal amount of
        any Indebtedness then outstanding under clause (12) below and provided
        further that any Indebtedness outstanding pursuant to the Credit
        Agreement on the Issue Date shall be deemed to be incurred under this
        clause (2); and provided further that the amount of Indebtedness
        permitted to be incurred pursuant to the Credit Agreement in accordance
        with this clause (2) shall be in addition to any Indebtedness to be
        incurred pursuant to the Credit Agreement in reliance on and in
        accordance with clauses (10) and (16) below;

                (3)     (a) other Indebtedness of the Company and its Restricted
        Subsidiaries outstanding on the Issue Date (including, without
        limitation, Indebtedness incurred in connection with the Transactions
        and the $328 million aggregate principal amount of 13 1/2% Senior
        Subordinated Notes Due 2010) reduced by the amount of any scheduled
        amortization payments or mandatory prepayments when actually paid or
        permanent

                                       20

<PAGE>

        reductions thereon and (b) any Guarantees of the 13 1/2% Senior
        Subordinated Notes Due 2010 incurred after the Issue Date by any
        Restricted Subsidiary of the Company;

                (4)     Interest Swap Obligations of the Company covering
        Indebtedness of the Company or any of its Restricted Subsidiaries and
        Interest Swap Obligations of any Restricted Subsidiary of the Company
        covering Indebtedness of the Company or such Restricted Subsidiary;
        provided, however, that such Interest Swap Obligations are entered into
        to protect the Company and its Restricted Subsidiaries from fluctuations
        in interest rates on Indebtedness incurred in accordance with this
        Indenture to the extent the notional principal amount of such Interest
        Swap Obligation does not exceed the principal amount of the Indebtedness
        to which such Interest Swap Obligation relates;

                (5)     Indebtedness under Currency Agreements; provided that in
        the case of Currency Agreements which relate to Indebtedness, such
        Currency Agreements do not increase the Indebtedness of the Company and
        its Restricted Subsidiaries outstanding other than as a result of
        fluctuations in foreign currency exchange rates or by reason of fees,
        indemnities and compensation payable thereunder;

                (6)     Indebtedness of a Restricted Subsidiary of the Company
        to the Company or to a Restricted Subsidiary of the Company for so long
        as such Indebtedness is held by the Company, a Restricted Subsidiary of
        the Company or the lenders or collateral agent under the Credit
        Agreement or the Collateral Agent for the benefit of the Trustee and the
        Holders, in each case subject to no Lien held by a Person other than the
        Company, a Restricted Subsidiary of the Company or the lenders or
        collateral agent under the Credit Agreement or the Collateral Agent for
        the benefit of the Trustee and the Holders; provided that if as of any
        date any Person other than the Company, a Restricted Subsidiary of the
        Company or the lenders or collateral agent under the Credit Agreement or
        the Collateral Agent for the benefit of the Trustee and the Holders owns
        or holds any such Indebtedness or holds a Lien in respect of such
        Indebtedness, such date shall be deemed the incurrence of Indebtedness
        not constituting Permitted Indebtedness under this clause (6) by the
        issuer of such Indebtedness;

                (7)     Indebtedness of the Company to a Restricted Subsidiary
        of the Company for so long as such Indebtedness is held by a Restricted
        Subsidiary of the Company or the lenders or the collateral agent under
        the Credit Agreement or the Collateral Agent for the benefit of the
        Trustee and the Holders and is subject to no Lien other than a Lien in
        favor of the lenders or collateral agent under the Credit Agreement or
        the Collateral Agent for the benefit of the Trustee and the Holders;
        provided that (a) any Indebtedness of the Company to any Restricted
        Subsidiary of the Company is unsecured and subordinated, pursuant to a
        written agreement, to the Company's obligations under this Indenture and
        the Securities and (b) if as of any date any Person other than a
        Restricted Subsidiary of the Company owns or holds any such Indebtedness
        or any Person holds a Lien other than a Lien in favor of the lenders or
        collateral agent under the Credit Agreement or the Collateral Agent for
        the benefit of the Trustee and the Holders in respect of such
        Indebtedness, such date shall be deemed the incurrence of Indebtedness
        not constituting Permitted Indebtedness under this clause (7) by the
        Company;

                                       21

<PAGE>

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

                (9)     Indebtedness of the Company or any of its Restricted
        Subsidiaries in respect of performance bonds, bankers' acceptances,
        workers' compensation claims, surety or appeal bonds, payment
        obligations in connection with self-insurance or similar obligations,
        and bank overdrafts (and letters of credit in respect thereof);

                (10)    Indebtedness represented by Capitalized Lease
        Obligations, Purchase Money Indebtedness or Acquired Indebtedness of the
        Company and its Restricted Subsidiaries not to exceed $30.0 million in
        the aggregate at any one time outstanding; provided that all or a
        portion of the $30.0 million permitted to be incurred under this clause
        (10) may, at the option of the Company, be incurred under the Credit
        Agreement or pursuant to clause (16) below (in addition to the $50.0
        million set forth therein) instead of pursuant to Capitalized Lease
        Obligations, Purchase Money Indebtedness or Acquired Indebtedness;
        provided further that any Indebtedness incurred after November 14, 2000
        and outstanding under this clause (10) (or clause (16) as provided in
        the preceding proviso) on the Issue Date shall be deemed to be incurred
        under this clause (10) (or clause (16), as the case may be);

                (11)    Indebtedness arising from agreements of the Company or a
        Restricted Subsidiary of the Company providing for indemnification,
        adjustment of purchase price or similar obligations, in each case,
        incurred or assumed in connection with the disposition of any business,
        assets or a Subsidiary, other than guarantees by the Company or a
        Restricted Subsidiary of the Company of Indebtedness incurred by any
        Person acquiring all or any portion of such business, assets or a
        Subsidiary for the purpose of financing such acquisition; provided,
        however, that:

                        (a)     such Indebtedness is not reflected on the
                balance sheet of the Company or any Restricted Subsidiary of the
                Company (contingent obligations referred to in a footnote to
                financial statements and not otherwise reflected on the balance
                sheet will not be deemed to be reflected on such balance sheet
                for purposes of this clause (a)); and

                        (b)     the maximum assumable liability in respect of
                all such Indebtedness shall at no time exceed the gross proceeds
                including the fair market value of non-cash proceeds (the fair
                market value of such non-cash proceeds being measured at the
                time they are received as determined in good faith by the Board
                of Directors of the Company or the Restricted Subsidiary, as
                applicable, and without giving effect to any subsequent changes
                in value) actually received by the Company and its Restricted
                Subsidiaries in connection with such disposition;

                                       22

<PAGE>

                (12)    the incurrence by a Receivables Subsidiary of
        Indebtedness in a Qualified Receivables Transaction that is without
        recourse (other than pursuant to representations, warranties, covenants
        and indemnities entered into in the ordinary course of business in
        connection with a Qualified Receivables Transaction) to the Company or
        to any Restricted Subsidiary of the Company or their assets (other than
        such Receivables Subsidiary and its assets), and is not guaranteed by
        any such Person; provided that any outstanding Indebtedness incurred
        under this clause (12) shall reduce (for so long as, and to the extent
        that, the Indebtedness referred to in this clause (12) remains
        outstanding) the aggregate amount permitted to be incurred under clause
        (2) above to the extent set forth therein;

                (13)    Indebtedness under Commodity Agreements;

                (14)    Guarantees of Indebtedness of (x) any Restricted
        Subsidiary of the Company by the Company and its Restricted
        Subsidiaries, including agreements of the Company to keep well or
        maintain financial statement conditions of any Restricted Subsidiary of
        the Company and (y) the Company incurred pursuant to the Credit
        Agreement or pursuant to clauses (4) and (5) above by any Restricted
        Subsidiary of the Company;

                (15)    Refinancing Indebtedness;

                (16)    additional Indebtedness of the Company and its
        Restricted Subsidiaries in an aggregate principal amount not to exceed
        $50.0 million at any one time outstanding (which amount may, but need
        not, be incurred in whole or in part under the Credit Agreement) plus up
        to an additional amount as contemplated by, and to the extent not
        incurred under, clause (10) above; provided that any Indebtedness
        incurred after November 14, 2000 and outstanding under this clause (16)
        on the Issue Date shall be deemed to be incurred under this clause (16);

                (17)    Indebtedness of the Company or any of its Restricted
        Subsidiaries consisting of (x) the financing of insurance premiums in
        the ordinary course of business or (y) take-or-pay obligations contained
        in supply arrangements entered into in the ordinary course of business
        and on a basis consistent with past practice; and

                (18)    Indebtedness incurred for the purpose of defeasing the
        Securities.

        For purposes of determining compliance with Section 4.4,

                (a)     in the event that an item of Indebtedness meets the
        criteria of more than one of the categories of Permitted Indebtedness
        described in clauses (1) through (18) above or is entitled to be
        incurred pursuant to the Consolidated Fixed Charge Coverage Ratio
        provisions of such Section, the Company shall, in its sole discretion,
        classify (or later reclassify) such item of Indebtedness in any manner
        that complies with such Section,

                (b)     accrual of interest, accretion or amortization of
        original issue discount, the payment of interest on any Indebtedness in
        the form of additional Indebtedness with the

                                       23

<PAGE>

        same terms or in the form of Capital Stock, the payment of dividends on
        Disqualified Capital Stock in the form of additional shares of the same
        class of Disqualified Capital Stock and increases in the amount of
        Indebtedness outstanding solely as a result of fluctuations in the
        exchange rate of currencies will not be deemed to be an incurrence of
        Indebtedness or an issuance of Disqualified Capital Stock for purposes
        of Section 4.4,

                (c)     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,

                (d)     if obligations in respect of letters of credit are
        incurred pursuant to the Credit Agreement and are being treated as
        incurred pursuant to clause (2) above and the letters of credit relate
        to other Indebtedness, then such other Indebtedness shall not be
        included,

                (e)     if such Indebtedness is denominated in a currency other
        than U.S. dollars, the U.S. dollar equivalent principal amount thereof
        will be calculated based on the relevant currency exchange rates in
        effect on the date such indebtedness was incurred, and

                (f)     Indebtedness need not be incurred solely by reference to
        one category of Permitted Indebtedness or the Consolidated Fixed Charge
        Coverage Ratio provisions of such covenant but may be permitted to be
        incurred in part under any combination of categories of Permitted
        Indebtedness and the Consolidated Fixed Charge Coverage Ratio
        provisions.

        "Permitted Investments" means:

                (1)     Investments by the Company or any Restricted Subsidiary
        of the Company in any Person that is or will become, immediately after
        such Investment, a Restricted Subsidiary of the Company or that will
        merge or consolidate into the Company or a Restricted Subsidiary of the
        Company; provided that such Restricted Subsidiary of the Company is not
        restricted from making dividends or similar distributions by contract,
        operation of law or otherwise, other than as permitted by Section 4.13;

                (2)     Investments in the Company by any Restricted Subsidiary
        of the Company; provided that any Indebtedness evidencing such
        Investment is unsecured and subordinated, pursuant to a written
        agreement, to the Company's obligations under the Securities and this
        Indenture;

                (3)     Investments in cash and Cash Equivalents;

                (4)     loans and advances to employees and officers of the
        Company and its Restricted Subsidiaries made (a) in the ordinary course
        of business for bona fide business purposes not to exceed $7.5 million
        in the aggregate at any one time outstanding or (b) to fund purchases of
        Capital Stock of the Company or RPP Inc. under the Option Plan or
        similar employment arrangements so long as no cash is actually advanced
        by the

                                       24

<PAGE>

        Company or any of its Restricted Subsidiaries to such employees and
        officers to fund such purchases;

                (5)     Currency Agreements, Commodity Agreements and Interest
        Swap Obligations entered into in the ordinary course of the Company's or
        its Restricted Subsidiaries' businesses and otherwise in compliance with
        this Indenture;

                (6)     Investments in securities of trade creditors or
        customers received (a) pursuant to any plan of reorganization or similar
        arrangement upon the bankruptcy or insolvency of such trade creditors or
        customers or (b) in settlement of delinquent obligations of, and other
        disputes with, customers, suppliers and others, in each case arising in
        the ordinary course of business or otherwise in satisfaction of a
        judgment;

                (7)     Investments (a) made by the Company or its Restricted
        Subsidiaries consisting of consideration received in connection with an
        Asset Sale made in compliance with Section 4.18, (b) consisting of
        consideration received by the Company or any of its Restricted
        Subsidiaries in connection with a transaction that would be an Asset
        Sale if it consisted of aggregate consideration received by the Company
        or any of its Restricted Subsidiaries of $3.0 million or more or (c)
        acquired in exchange for, or out of the proceeds of, a substantially
        concurrent offering of Capital Stock (other than Disqualified Capital
        Stock) of the Company (which proceeds of any such offering of Capital
        Stock of the Company shall not have been, and shall not be, included in
        clause (3)(b) of the first paragraph of Section 4.3);

                (8)     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;

                (9)     Investments in the Securities;

                (10)    Investments in existence on November 14, 2000
        (including, without limitation, Investments made in connection with the
        Transactions);

                (11)    Investments made after November 14, 2000 in the Yuka
        Shell Epoxy Kabushi Kaisha Company joint venture between the Company and
        Mitsubishi Chemical Corp. not to exceed $10.0 million at any one time
        outstanding;

                (12)    Guarantees of Indebtedness to the extent permitted
        pursuant to Sections 4.4 and 4.15; and

                (13)    additional Investments (including Investments in joint
        ventures and Unrestricted Subsidiaries) not to exceed $50.0 million at
        any one time outstanding.

        "Permitted Liens" means the following types of Liens:

                                       25

<PAGE>

                (1)     Liens for taxes, assessments or governmental charges or
        claims either (a) not delinquent or (b) contested in good faith by
        appropriate proceedings and as to which the Company or its Restricted
        Subsidiaries shall have set aside on its books such reserves, if any, as
        shall be required pursuant to (x) GAAP in the case of a Domestic
        Restricted Subsidiary, and (y) generally accepted accounting principles
        in effect from time to time in the applicable jurisdiction, in the case
        of a Foreign Restricted Subsidiary;

                (2)     statutory and common law Liens of landlords and Liens of
        carriers, warehousemen, mechanics, suppliers, materialmen, repairmen,
        customs and revenue authorities and other Liens imposed by law incurred
        in the ordinary course of business for sums not yet delinquent or being
        contested in good faith, if such reserve or other appropriate provision,
        if any, as shall be required by GAAP shall have been made in respect
        thereof;

                (3)     Liens incurred or deposits made in the ordinary course
        of business in connection with workers' compensation, unemployment
        insurance and other types of social security, including any Lien
        securing letters of credit issued in the ordinary course of business
        consistent with past practice in connection therewith, or to secure the
        performance of tenders, statutory obligations, surety and appeal bonds,
        bids, leases, government contracts, performance and return-of-money
        bonds and other similar obligations (exclusive of obligations for the
        payment of borrowed money);

                (4)     judgment Liens not giving rise to an Event of Default,
        so long as such Lien is adequately bonded and any appropriate legal
        proceedings which may have been duly initiated for the review of such
        judgment shall not have been finally terminated or the period within
        which such proceedings may be initiated shall not have expired;

                (5)     licenses, sublicenses, leases, subleases, easements,
        rights-of-way, zoning restrictions and other similar charges or
        encumbrances in respect of property not interfering in any material
        respect with the ordinary conduct of the business of the Company and its
        Restricted Subsidiaries, taken as a whole;

                (6)     any interest or title of a lessor under any Capitalized
        Lease Obligation or operating lease; provided that such Liens do not
        extend to any property or asset which is not leased property subject to
        such Capitalized Lease Obligation or operating lease;

                (7)     Liens securing Indebtedness permitted pursuant to clause
        (10) of the definition of "Permitted Indebtedness"; provided, however,
        that in the case of Purchase Money Indebtedness (a) the Indebtedness
        shall not exceed the cost of such property or assets and shall not be
        secured by any property or assets of the Company or any Restricted
        Subsidiary of the Company other than the property and assets so acquired
        or constructed and any improvements thereon and (b) the Lien securing
        such Indebtedness shall be created within 180 days of such acquisition
        or construction or, in the case of a refinancing of any Purchase Money
        Indebtedness, within 180 days of such refinancing;

                (8)     Liens upon specific items of inventory or other goods
        and proceeds of any Person securing such Person's obligations in respect
        of bankers' acceptances or similar

                                       26

<PAGE>

        credit transactions issued or created for the account of such Person to
        facilitate the purchase, shipment or storage of such inventory or other
        goods;

                (9)     Liens securing reimbursement obligations with respect to
        commercial letters of credit which encumber documents and other property
        relating to such letters of credit and products and proceeds thereof;

                (10)    Liens encumbering deposits made to secure obligations
        arising from statutory, regulatory, contractual, or warranty
        requirements of the Company or any of its Restricted Subsidiaries,
        including rights of offset and set-off;

                (11)    Liens securing Interest Swap Obligations which Interest
        Swap Obligations relate to Indebtedness that is otherwise permitted
        under this Indenture;

                (12)    Liens in the ordinary course of business securing
        Indebtedness not exceeding $10.0 million at any one time outstanding
        that (a) are not incurred in connection with borrowing of money and (b)
        do not materially detract from the value of the property or materially
        impair its use;

                (13)    Liens by reason of judgment or decree not otherwise
        resulting in an Event of Default;

                (14)    Liens securing Indebtedness permitted to be incurred
        pursuant to clauses (9) and (12) of the definition of "Permitted
        Indebtedness";

                (15)    Liens securing Indebtedness under Currency Agreements
        and Commodity Agreements permitted under this Indenture;

                (16)    Liens in favor of customs and revenue authorities
        arising as a matter of law to secure payment of customs duties in
        connection with importation of goods;

                (17)    Liens arising out of conditional sale, title retention,
        consignment or similar arrangements for the sale of goods entered into
        by the Company or any of its Restricted Subsidiaries in the ordinary
        course of business;

                (18)    Liens securing Acquired Indebtedness incurred in
        accordance with Section 4.4 (including, without limitation, clause (10)
        of the definition of Permitted Indebtedness); provided that:

                        (a)     such Liens secured such Acquired Indebtedness at
                the time of and prior to the incurrence of such Acquired
                Indebtedness by the Company or a Restricted Subsidiary of the
                Company and were not granted in connection with, or in
                anticipation of, the incurrence of such Acquired Indebtedness by
                the Company or a Restricted Subsidiary of the Company; and

                        (b)     such Liens do not extend to or cover any
                property or assets of the Company or of any of its Restricted
                Subsidiaries other than the property or assets that secured the
                Acquired Indebtedness prior to the time such Indebtedness

                                       27

<PAGE>

                became Acquired Indebtedness of the Company or a Restricted
                Subsidiary of the Company and are no more favorable to the
                lienholders than those securing the Acquired Indebtedness prior
                to the incurrence of such Acquired Indebtedness by the Company
                or a Restricted Subsidiary of the Company;

                (19)    Liens securing insurance premium financing arrangements,
        provided that such Lien is limited to the applicable insurance
        contracts;

                (20)    Liens securing the aggregate amount of Indebtedness
        (including Acquired Indebtedness) incurred in connection with (or at any
        time following the consummation of) an Asset Acquisition equal to, at
        the time of incurrence, the net increase in inventory, accounts
        receivable and net property, plant and equipment attributable to such
        Asset Acquisition from the amounts reflected on the Company's historical
        consolidated balance sheet as of the end of the full fiscal quarter
        ending on or prior to the date of such Asset Acquisition, calculated
        after giving effect on a pro forma basis to such Asset Acquisition
        (which amount may, but need not, be incurred in whole or in part under
        the Credit Agreement) less the amount of Indebtedness incurred in
        connection with such Asset Acquisition secured by liens pursuant to
        clause (7) or (18) above;

                (21)    Liens securing the maximum principal amount of
        Indebtedness that can be incurred such that on the date of the
        incurrence of such Indebtedness, after giving pro forma effect to the
        incurrence thereof and the application of the proceeds thereof, the
        Consolidated Senior Secured Leverage Ratio does not exceed 3.0:1.0
        (which amount may, but need not, be incurred in whole or in part under
        the Credit Agreement) (it being understood that, if the agent under the
        Credit Agreement receives an officer's certificate to the effect that
        the incurrence of a Lien to secure such Indebtedness (or in the case of
        revolving credit Indebtedness, that the incurrence of the entire
        committed amount thereof at the date on which the initial borrowing
        thereunder occurs) is permitted under this clause, then the Lien
        securing such Indebtedness under the Credit Agreement shall retain its
        seniority even if the Lien was actually not permitted);

                (22)    Liens securing additional Indebtedness of the Company
        and its Restricted Subsidiaries in an aggregate principal amount not to
        exceed $50.0 million at any one time outstanding (which amount may, but
        need not, be incurred in whole or in part under the Credit Agreement);
        and

                (23)    Liens securing Indebtedness permitted under clause (18)
        of the definition of "Permitted Indebtedness"; provided that such Lien
        does not cover any of the cash or cash equivalents that are deposited
        with the Trustee or otherwise to defease the Securities.

        "Person" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof or any other entity.

        "Physical Securities" has the meaning provided in Section 2.1. Physical
Securities are sometimes referred to herein as certificated Securities.

                                       28

<PAGE>

        "Pledge Agreement" means that certain US Pledge Agreement, dated as of
November 14, 2000 and as amended and restated as of the Issue Date, among the
Collateral Agent, the Trustee for the Securities, RPP Inc., the Company and the
Subsidiaries of the Company party thereto, granting, among other things, the
Second Priority Liens, and any other pledge agreements entered into in
connection therewith under laws of any jurisdiction outside of the United
States, in each case, as amended, modified, restated, supplemented or replaced
from time to time.

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

        "Private Placement Legend" means the legend initially set forth on the
Initial Notes in the form set forth in the first paragraph of Section 2.14.

        "Purchase Money Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries incurred in the normal course of business for the
purpose of financing all or any part of the purchase price, or the cost of
installation, construction or improvement, of property or equipment or other
related assets and any Refinancing thereof.

        "QIB" means any "qualified institutional buyer" (as defined under the
Securities Act).

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

        "Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries
may sell, convey or otherwise transfer to (1) a Receivables Subsidiary (in the
case of a transfer by the Company or any of its Restricted Subsidiaries) and (2)
any other Person (in the case of a transfer by a Receivables Subsidiary), or may
grant a security interest in, any accounts receivable (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets (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.

        "Recapitalization" means the recapitalization of the Company and RPP
Inc. consummated on November 14, 2000.

        "Receivables Subsidiary" means a Wholly Owned Restricted Subsidiary of
the Company that engages in no activities other than in connection with the
financing of accounts receivable and that is designated by the Board of
Directors of the Company (as provided below) as a Receivables Subsidiary:

                (1)     no portion of the Indebtedness or any other Obligations
        (contingent or otherwise) of which (a) is guaranteed by the Company or
        any Restricted Subsidiary of the Company (excluding guarantees of
        Obligations (other than the principal of, premium, if any, and interest
        on, Indebtedness) pursuant to representations, warranties, covenants and

                                       29

<PAGE>

        indemnities entered into in the ordinary course of business in
        connection with a Qualified Receivables Transaction), (b) is recourse to
        or obligates the Company or any Restricted Subsidiary of the Company in
        any way other than pursuant to representations, warranties, covenants
        and indemnities entered into in the ordinary course of business in
        connection with a Qualified Receivables Transaction or (c) subjects any
        property or asset of the Company or any Restricted Subsidiary of the
        Company, directly or indirectly, contingently or otherwise, to the
        satisfaction thereof, other than pursuant to representations,
        warranties, covenants and indemnities entered into in the ordinary
        course of business in connection with a Qualified Receivables
        Transaction;

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

                (3)     with which neither the Company nor any Restricted
        Subsidiary of the Company has any obligation to maintain or preserve
        such Restricted Subsidiary's financial condition or cause such
        Restricted Subsidiary 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 Board Resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions.

        "Record Date" means the applicable record date specified in the
Securities.

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

        "Redemption Price," when used with respect to any Security to be
redeemed, means the price fixed for such redemption, payable in immediately
available funds, pursuant to this Indenture and the Securities.

        "Reference Date" has the meaning set forth in Section 4.3(c)(i).

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

        "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of (A) for purposes of clause (15) of the
definition of Permitted Indebtedness, Indebtedness incurred or existing in
accordance with Section 4.4 (other than pursuant to clause (2), (4), (5), (6),
(7), (8), (9), (10), (11), (12) or (14) of the definition of Permitted
Indebtedness) or (B) for any other purpose, Indebtedness incurred in accordance
with Section 4.4, in each case that does not:

                                       30

<PAGE>

                (1)     result in an increase in the aggregate principal amount
        of Indebtedness of such Person as of the date of such proposed
        Refinancing (plus the amount of any premium, accrued interest and
        defeasance costs, required to be paid under the terms of the instrument
        governing such Indebtedness and plus the amount of reasonable fees,
        expenses, discounts and commissions incurred by the Company in
        connection with such Refinancing); or

                (2)     create Indebtedness with (a) if the Indebtedness being
        Refinanced was incurred pursuant to clause (3) of the definition of
        Permitted Indebtedness, a Weighted Average Life to Maturity that is less
        than the Weighted Average Life to Maturity of the Indebtedness being
        Refinanced or a final maturity earlier than the final maturity of the
        Indebtedness being Refinanced or (b) if the Indebtedness being
        Refinanced was otherwise incurred in accordance with the definition of
        Permitted Indebtedness or with Section 4.4, a Weighted Average Life to
        Maturity that is less than the Weighted Average Life to Maturity of the
        Securities or a final maturity earlier than the final maturity of the
        Securities; provided that (x) if such Indebtedness being Refinanced is
        Indebtedness solely of the Company, then such Refinancing Indebtedness
        shall be Indebtedness solely of the Company and (y) if such Indebtedness
        being Refinanced is subordinate or junior to the Securities, then such
        Refinancing Indebtedness shall be subordinate to the Securities at least
        to the same extent and in the same manner as the Indebtedness being
        Refinanced.

        "Registrar" has the meaning set forth in Section 2.3.

        "Registration Rights Agreement" means the Registration Rights Agreement,
dated April 9, 2003 among the Issuers, Morgan Stanley & Co. Incorporated,
Citigroup Capital Markets Inc., Credit Suisse First Boston LLC and J.P. Morgan
Securities Inc. and certain permitted assigns specified therein.

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

        "Related Parties" means with respect to a Person (a) that is a natural
person (1) any spouse, parent or lineal descendant (including by adoption) of
such Person or (2) the estate of such Person during any period in which such
estate holds Capital Stock of the Company or of RPP Inc. for the benefit of any
Person referred to in clause (a)(1) and (b) that is a 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).

        "Replacement Assets" has the meaning set forth in Section 4.18(iii)(B).

        "Responsible Officer" means, when used with respect to the Trustee, any
managing director, director, vice president, assistant vice president, assistant
treasurer, assistant secretary, associate or any other officer within the
corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
shall mean, with respect to a particular corporate trust matter, any other
officer to whom such

                                       31

<PAGE>

matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

        "Restricted Payment" has the meaning set forth in Section 4.3.

        "Restricted Security" has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided that the Trustee shall be entitled
to request and conclusively rely on an Opinion of Counsel with respect to
whether any Security constitutes a Restricted Security.

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

        "RPP Europe" means Resolution Europe B.V. and any successor Person.

        "RPP Holdings" means RPP Holdings LLC, a Delaware limited liability
company, and any successor Person.

        "RPP Inc." means Resolution Performance Products Inc., a Delaware
corporation, and any successor Person.

        "RPP LLC" means Resolution Performance Products LLC, a Delaware limited
liability company, until a successor replaces it pursuant to this Indenture and
thereafter shall mean such successor Person.

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

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

        "Second Priority Liens" means the second priority Liens on the
Collateral described in the Security Documents and granted in favor of the
Collateral Agent for the benefit of the Trustee and the Holders of the
Securities.

        "Second Priority Lien Obligations" means the Obligations under this
Indenture, the Securities and any Subsidiary Guarantees that are secured by the
Second Priority Liens.

        "Securities" means the Initial Notes, the Exchange Notes and any other
notes issued after the Issue Date in accordance with clause (iii) of the fourth
paragraph of Section 2.2 treated as a

                                       32

<PAGE>

single class of securities, as amended or supplemented from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.

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

        "Security Agreement" means that certain US Security Agreement, dated as
of November 14, 2000 and as amended and restated as of the Issue Date, among the
Collateral Agent, the Trustee for the Securities, RPP Inc., the Company and the
Subsidiaries of the Company party thereto, granting, among other things, the
Second Priority Liens, as amended, modified, restated, supplemented or replaced
from time to time.

        "Security Documents" means, collectively, the Security Agreement, the
Pledge Agreement and all other security agreements, pledges, collateral
assignments or other instruments evidencing or creating any Security Interests
in favor of the Collateral Agent, for the benefit of the Trustee and the holders
of the Securities, in all or any portion of the Collateral, in each case, as
amended, amended and restated, supplemented, replaced or otherwise modified from
time to time, in accordance with the terms thereof.

        "Security Interests" means the Liens on the Collateral created by the
Security Documents in favor of the Collateral Agent for the benefit of the
Trustee and the Holders.

        "Shell" means the Royal Dutch/Shell Group of Companies and its
Affiliates; provided that such Affiliates are not Affiliates of Apollo.

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

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

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

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

        "Subsidiary Guarantee" has the meaning set forth in Section 11.1.

        "Surviving Entity" has the meaning set forth in Section 5.1(a)(i).

        "Temporary Offshore Global Securities" has the meaning set forth in
Section 2.1.

        "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb), as amended, as in effect on the date of the
execution of this Indenture until such

                                       33

<PAGE>

time as this Indenture is qualified under the TIA, and thereafter as in effect
on the date on which this Indenture is qualified under the TIA, except as
otherwise provided in Section 9.4.

        "Transaction Date" has the meaning specified in the definition of
"Consolidated Fixed Charge Coverage Ratio" or "Consolidated Senior Secured
Leverage Ratio," as the case may be.

        "Transactions" means the recapitalization of the Company, the related
borrowings under the Credit Agreement and the offering and issuance of $200
million aggregate principal amount of 13 1/2% Senior Subordinated Notes Due
2010, in each case, on or about November 14, 2000.

        "Treasury Rate" means the rate per annum equal to the yield to maturity
at the time of computation of United States Treasury securities with a constant
maturity most nearly equal to the period from such date of redemption to April
15, 2006; provided, however, that if the period from such date of redemption to
April 15, 2006 is not equal to the constant maturity of the United States
Treasury security for which a weekly average yield is given, the Treasury Rate
shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities
for which such yields are given, except that if the period from such date of
redemption to April 15, 2006 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

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

        "Unrestricted Subsidiary" of any Person means (1) any Subsidiary of such
Person that at the time of determination shall be or continue to be designated
an Unrestricted Subsidiary by the Board of Directors of such Person in the
manner provided below and (2) any Subsidiary of an Unrestricted Subsidiary. The
Board of Directors may designate any Subsidiary (including any newly acquired or
newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary
owns any Capital Stock of, or owns or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided that (x) either (i) the Company
certifies to the Trustee in an Officers' Certificate that such designation
complies with Section 4.3 or (ii) the Subsidiary to be so designated at the time
of designation has total consolidated assets of $1,000 or less and (y) each
Subsidiary to be so designated and each of its Subsidiaries has not at the time
of designation, and does not thereafter, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of
the Company or any of its Restricted Subsidiaries (other than the assets of such
Unrestricted Subsidiary). The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving
effect to such designation, the Company is able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) in compliance with
Section 4.4 and (y) immediately before and immediately after giving effect to
such designation, no Default or Event of Default shall have occurred and be
continuing. Any such designation by the Board of Directors shall be evidenced to
the Trustee by promptly filing with the Trustee a copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing provisions.

                                       34

<PAGE>

        "U.S. Global Securities" has the meaning provided in Section 2.1.

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

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

        "U.S. Physical Securities" means the Securities issued in the form of
permanent certificated Securities in registered form in substantially the form
set forth in Exhibit A to Institutional Accredited Investors which are not QIBs
(excluding Non-U.S. Persons) who purchased Securities pursuant to Regulation D
of the Securities Act.

        "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the then
outstanding aggregate principal amount of such Indebtedness into (2) the sum of
the total of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (b)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

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

1.2     INCORPORATION BY REFERENCE OF TIA.

        Whenever this Indenture refers to a provision of the TIA, such provision
is incorporated by reference in, and made a part of, this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                "indenture securities" means the Securities.

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

                "indenture to be qualified" means this Indenture.

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

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

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

                                       35

<PAGE>

1.3     RULES OF CONSTRUCTION.

        Unless the context otherwise requires:

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

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

                (3)     "or" is not exclusive;

                (4)     "including" means including without limitation;

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

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

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

                (8)     all ratios and computations based on GAAP contained in
        this Indenture shall be computed in accordance with the definition of
        GAAP set forth in Section 1.1.

                (9)     all references to Sections or Articles refer to Sections
        or Articles in this Indenture unless otherwise indicated.

                                   ARTICLE II

                                 THE SECURITIES

2.1      FORM AND DATING.

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

        The terms and provisions contained in the Securities, annexed hereto as
Exhibits A and B, and the Subsidiary Guarantees (when executed pursuant to
Section 4.15 or 4.21), if any, annexed hereto as Exhibit E, shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Issuers, the Guarantors, if any, and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

                                       36

<PAGE>

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

        Securities issued in exchange for interests in the U.S. Global
Securities pursuant to Section 2.15 may be issued in the form of permanent
certificated Securities in registered form and shall bear the first legend set
forth in Section 2.14.

        Securities offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary
global Securities in registered form substantially in the form set forth in
Exhibit A (the "Temporary Offshore Global Securities"), registered in the name
of the nominee of the Depositary, deposited with the Trustee, as custodian for
the Depositary, duly executed by the Issuers and authenticated by the Trustee as
hereinafter provided and shall bear the legends set forth in Section 2.14. At
any time on or after the 41st day after the Issue Date, upon receipt by the
Trustee, Registrar and the Issuers of a certificate substantially in the form of
Exhibit D hereto, one or more permanent global Securities in registered form
substantially in the form set forth in Exhibit A (the "Permanent Offshore Global
Securities"; and together with the Temporary Offshore Global Securities, the
"Offshore Global Securities"), duly executed by the Issuers and authenticated by
the Trustee as hereinafter provided shall be deposited with the Trustee, as
custodian for the Depositary or its nominee, and the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the
Temporary Offshore Global Securities in an amount equal to the principal amount
of the beneficial interest in the Temporary Offshore Global Securities
transferred. The aggregate principal amount of the Offshore Global Securities
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depository, as hereinafter
provided.

        Securities issued in exchange for interests in the Offshore Global
Securities pursuant to Section 2.15 may be issued in the form of permanent
certificated Securities in registered form (the "Offshore Physical Securities")
and shall bear the first legend set forth in Section 2.14. All Securities
offered and sold in reliance on Regulation S shall remain in the form of an
Offshore Global Security until the consummation of the Exchange Offer pursuant
to the Registration Rights Agreement.

        The Offshore Physical Securities and the U.S. Physical Securities are
sometimes collectively herein referred to as the "Physical Securities." The U.S.
Global Securities and the Offshore Global Securities are sometimes referred to
herein as the "Global Securities."

2.2     EXECUTION AND AUTHENTICATION.

        Two Officers, or an Officer and an Assistant Secretary, of each of the
Issuers shall sign, or one Officer shall sign and one Officer or an Assistant
Secretary of each of the Issuers (each of

                                       37

<PAGE>

whom shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Securities for each of the Issuers by manual or
facsimile signature.

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

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

        The Trustee shall authenticate (i) Initial Notes for original issue on
the Issue Date in the aggregate principal amount not to exceed $175,000,000,
(ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue
only in exchange for a like principal amount of Initial Notes and (iii) subject
to compliance with Section 4.4, one or more series of Securities for original
issue after the Issue Date (such Securities to be substantially in the form of
Exhibit A or B, as the case may be) in an unlimited amount (and if in the form
of Exhibit A the same principal amount of Exchange Notes in exchange therefor
upon consummation of a registered exchange offer), in each case upon written
orders of the Issuers in the form of an Officers' Certificate, which Officers'
Certificate shall, in the case of any issuance pursuant to clause (iii) above,
certify that such issuance is in compliance with Section 4.4. In addition, each
such Officers' Certificate shall specify the amount of Securities to be
authenticated, the date on which the Securities are to be authenticated, whether
the Securities are to be Initial Notes, Exchange Notes or Securities issued
under clause (iii) of the preceding sentence and the aggregate principal amount
of Securities outstanding on the date of authentication, and shall further
specify the amount of such Securities to be issued as a Global Security or
Physical Securities. Such Securities shall initially be in the form of one or
more Global Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, the Securities to be
issued, (ii) shall be registered in the name of the Depository for such Global
Security or Securities or its nominee and (iii) shall be delivered by the
Trustee to the Depository or pursuant to the Depository's instruction. All
Securities issued under this Indenture shall vote and consent together on all
matters as one class and no series of Securities will have the right to vote or
consent as a separate class on any matter.

        The Trustee may appoint an authenticating agent reasonably acceptable to
the Issuers to authenticate the Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.

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

                                       38

<PAGE>

2.3     REGISTRAR AND PAYING AGENT.

        The Issuers shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where (a) Securities may be presented or
surrendered for registration of transfer or for exchange ("Registrar"), (b)
Securities may be presented or surrendered for payment ("Paying Agent") and (c)
notices and demands to or upon the Issuers in respect of the Securities and this
Indenture may be served. The Issuers may also from time to time designate one or
more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Issuers of their obligation to maintain an office or
agency in the Borough of Manhattan, The City of New York, for such purposes. The
Issuers may act as their own Registrar or Paying Agent except that for the
purposes of Articles III and VIII and Sections 4.17 and 4.18, neither the
Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Issuers, upon notice to the Trustee, may have one or more
co-Registrars and one or more additional paying agents reasonably acceptable to
the Trustee. The term "Paying Agent" includes any additional paying agent. The
Issuers hereby initially appoint the Trustee as Registrar and Paying Agent until
such time as the Trustee has resigned or a successor has been appointed.

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

2.4     PAYING AGENT TO HOLD ASSETS IN TRUST.

        The Issuers shall require each Paying Agent other than the Trustee to
agree in writing that, subject to Article X, each Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all assets held by the Paying
Agent for the payment of principal of, premium, if any, or interest on, the
Securities (whether such assets have been distributed to it by the Issuers or
any other obligor on the Securities), and shall notify the Trustee of any
Default or Event of Default by the Issuers (or any other obligor on the
Securities) in making any such payment. If either of the Issuers or a Subsidiary
acts as Paying Agent, it shall segregate such assets and hold them as a separate
trust fund. The Issuers at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any payment Default or payment
Event of Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Issuers to the Paying Agent, the Paying Agent shall
have no further liability for such assets.

2.5     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

                                       39

<PAGE>

Registrar, the Issuers shall furnish to the Trustee on or 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, which list may be conclusively relied upon
by the Trustee.

2.6     TRANSFER AND EXCHANGE.

        (a)     Subject to the provisions of Sections 2.14 and 2.15, when
Securities are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Securities or to exchange such Securities for an
equal principal amount of Securities of other authorized denominations, the
Registrar or co-Registrar shall register the transfer or make the exchange as
requested if its requirements for such transaction are met; provided, however,
that the Securities surrendered for registration of transfer or exchange shall
be duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Issuers and the Registrar or co-Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing. To permit
registrations of transfers and exchanges, the Issuers shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-Registrar's
request. No service charge shall be made for any registration of transfer or
exchange, but the Issuers may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchanges or transfers pursuant to Section 2.2, 2.10, 3.6, 4.17, 4.18 or 9.6).
The Registrar or co-Registrar shall not be required to register the transfer of
or exchange of any Security (i) during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Securities and
ending at the close of business on the day of such mailing, (ii) selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part, and (iii) during a Change of
Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to
such Change of Control Offer or Net Proceeds Offer and not withdrawn. A Global
Security may be transferred, in whole but not in part, in the manner provided in
this Section 2.6(a), only to a nominee of the Depository for such Global
Security, or to the Depository, or a successor Depository for such Global
Security selected or approved by the Issuers, or to a nominee of such successor
Depository.

        (b)     If at any time the Depository for the Global Security or
Securities notifies the Issuers that it is unwilling or unable to continue as
Depository for such Global Security or Securities or the Issuers become aware
that the Depository has ceased to be a clearing agency registered under the
Exchange Act, the Issuers shall appoint a successor Depository with respect to
such Global Security or Securities. If a successor Depository for such Global
Security or Securities has not been appointed within 90 days after the Issuers
receive such notice or become aware of such ineligibility, the Issuers shall
execute, and the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of Securities, shall authenticate and deliver,
Securities in definitive form, in an aggregate principal amount at maturity
equal to the principal amount at maturity of the Global Security representing
such Securities, in exchange for such Global Security. The Issuers shall
reimburse the Registrar, the Depository and the Trustee for expenses they incur
in documenting such exchanges and issuances of Securities in definitive form.

                                       40

<PAGE>

        The Issuers may at any time and in their sole discretion determine that
the Securities shall no longer be represented by such Global Security or
Securities. In such event the Issuers will execute, and the Trustee, upon
receipt of a written order for the authentication and delivery of individual
Securities in exchange in whole or in part for such Global Security or
Securities accompanied by an Officers' Certificate, will authenticate and
deliver individual Securities in definitive form in an aggregate principal
amount equal to the principal amount of such Global Security or Securities in
exchange for such Global Security or Securities.

        In any exchange provided for in any of the preceding two paragraphs, the
Issuers will execute and the Trustee will authenticate and deliver individual
Securities in definitive registered form in authorized denominations. Upon the
exchange of a Global Security for individual Securities, such Global Security
shall be cancelled by the Trustee. Securities issued in exchange for a Global
Security pursuant to this Section 2.6(b) shall be registered in such names and
in such authorized denominations as the Depository for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to the
Persons in whose names such Securities are so registered.

        None of the Issuers, the Trustee, any Paying Agent or the Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

2.7     REPLACEMENT SECURITIES.

        If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Issuers shall issue and the Trustee shall authenticate a replacement
Security if the Trustee's requirements are met. If required by the Trustee or
the Issuers, such Holder must provide an indemnity bond or other indemnity,
sufficient in the judgment of both the Issuers and the Trustee, to protect the
Issuers, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. The Issuers may charge such Holder for their reasonable
out-of-pocket expenses in replacing a Security pursuant to this Section 2.7,
including reasonable fees and expenses of counsel.

        Every replacement Security is an additional obligation of the Issuers.

2.8     OUTSTANDING SECURITIES.

        Securities outstanding at any time are all the Securities that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. A
Security does not cease to be outstanding because either of the Issuers, any
Guarantor or any of their respective Subsidiaries or Affiliates holds the
Security.

        If a Security is replaced pursuant to Section 2.7 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser or a protected purchaser. A mutilated Security
ceases to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.7. If the principal amount of any Security is considered
paid under Section 4.1, it ceases to be outstanding and interest ceases to
accrue.

                                       41

<PAGE>

        If on a Redemption Date or the Maturity Date the Paying Agent (other
than either of the Issuers or a Subsidiary) holds U.S. Legal Tender sufficient
to pay all of the principal, premium, if any, and interest due on the Securities
payable on that date, then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue.

2.9     TREASURY SECURITIES.

        In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Issuers, any of their Subsidiaries or any of their respective Affiliates
shall be disregarded, except that, for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities that a Responsible Officer of the Trustee has Actual Knowledge
are so owned shall be disregarded.

2.10    TEMPORARY SECURITIES.

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

2.11    CANCELLATION.

        The Issuers at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee, or at the direction of the Trustee, the Registrar or the
Paying Agent (other than either of the Issuers or a Subsidiary), and no one
else, shall cancel and shall dispose of all Securities surrendered for
registration of transfer, exchange, payment or cancellation. Subject to Section
2.7, the Issuers may not issue new Securities to replace Securities that they
have paid or delivered to the Trustee for cancellation. If the Issuers or any
Guarantor shall acquire any of the Securities, such acquisition shall not
operate as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.11.

2.12    DEFAULTED INTEREST.

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

                                       42

<PAGE>

each Holder, with a copy to the Trustee, a notice that states the subsequent
special record date, the payment date and the amount of defaulted interest, and
interest payable on such defaulted interest, if any, to be paid.

2.13    CUSIP AND ISIN NUMBERS.

        The Issuers in issuing the Securities may use "CUSIP" and "ISIN"
numbers, and if so, the Trustee shall use the CUSIP numbers in notices of
redemption or exchange as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP and ISIN numbers printed in the notice or on the
Securities, and that reliance may be placed only on the other identification
numbers printed on the Securities and that any such redemption or exchange shall
not be affected by any defect or omission of such CUSIP and ISIN numbers. The
Issuers will promptly notify the Trustee of any change in CUSIP or ISIN number.

2.14    RESTRICTIVE LEGENDS.

        Unless and until a Security is exchanged for an Exchange Note or sold in
connection with an effective registration statement under the Securities Act
pursuant to the Registration Rights Agreement, (i) the U.S. Global Securities
and U.S. Physical Securities shall bear the legend set forth below (the "Private
Placement Legend") on the face thereof and (ii) the Offshore Physical
Securities, until at least the 41st day after the Issue Date and receipt by the
Issuers and the Trustee of a certificate substantially in the form of Exhibit D
hereto, and the Temporary Offshore Global Securities shall bear the legend set
forth below on the face thereof.

                THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
                ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
                ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
                OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
                SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
                THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
                INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
                SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
                INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
                REGULATION D UNDER THE SECURITIES ACT (AN "INSTITUTIONAL
                ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
                ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
                WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT
                WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k)
                UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE
                TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS
                SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF,
                (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
                144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO
                AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
                TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER

                                       43

<PAGE>

                CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
                THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
                LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS
                IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES OF
                LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
                ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
                ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
                COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT
                TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
                THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
                EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
                (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
                SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
                THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
                WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE
                SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THE SECURITIES,
                THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
                REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
                SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED
                TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR NON-U.S.
                PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
                TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR
                OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
                CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
                EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,
                THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
                PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
                SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
                TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN
                VIOLATION OF THE FOREGOING RESTRICTION.

        Each Global Security shall also bear the following legend on the face
thereof:

                UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
                TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
                THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY
                THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
                SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
                SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
                AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW

                                       44

<PAGE>

                YORK CORPORATION ("DTC"), TO THE ISSUERS OR THEIR 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 HEREON 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 NOMINEES OF CEDE & CO. OR TO A
                SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
                PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
                MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION
                2.16 OF THE INDENTURE GOVERNING THIS SECURITY.

2.15    BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY.

        (a)     Each Global Security initially shall (i) be registered in the
name of the Depository or the nominee of such Depository, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set forth
in Section 2.14.

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

        (b)     Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in any Global Security may be
transferred or, subject to Section 2.1, exchanged for Physical Securities in
accordance with the rules and procedures of the Depository and the provisions of
Section 2.16. In addition, U.S. Physical Securities and Offshore Physical
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in U.S. Global Securities or Offshore Global Securities, as
the case may be, if (i) the Depository notifies the Issuers that it is unwilling
or unable to continue as Depository for the U.S. Global Securities or the
Offshore Global Securities and a successor depositary is not appointed by the
Issuers within 90 days of such notice or (ii) an Event of Default has occurred
and is continuing and the Registrar has received a written request from the
Depository or the Trustee to issue Physical Securities.

                                       45

<PAGE>

        (c)     In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Security to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Securities are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of such Global Security in an amount equal to the principal
amount of the beneficial interest in such Global Security to be transferred, and
the Issuers shall execute, and the Trustee shall authenticate and deliver, one
or more U.S. Physical Securities or Offshore Physical Securities, as the case
may be, of like tenor and amount.

        (d)     In connection with the transfer of U.S. Global Securities or
Offshore Global Securities, in whole, to beneficial owners pursuant to paragraph
(b), the U.S. Global Securities or the Offshore Global Securities, as the case
may be, shall be deemed to be surrendered to the Trustee for cancellation, and
the Issuers shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depository in exchange for its
beneficial interest in such U.S. Global Securities or Offshore Global
Securities, as the case may be, an equal aggregate principal amount of U.S.
Physical Securities or Offshore Physical Securities, as the case may be, of
authorized denominations.

        (e)     Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x), (d),
(e)(ii) and (f) of Section 2.16, bear the legend regarding transfer restrictions
applicable to the Physical Securities set forth in Section 2.14.

        (f)     The 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.

2.16     SPECIAL TRANSFER PROVISIONS.

        (a)     Transfers to Non-QIB Institutional Accredited Investors. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Security constituting a Restricted Security to any
institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act) (an "Accredited Investor" or an " Institutional
Accredited Investor") which is not a QIB (excluding Non-U.S. Persons):

                (i)     the Registrar shall register the transfer of any
        Security constituting a Restricted Security, whether or not such
        Security bears the Private Placement Legend, if (x) the transferee
        certifies that it is not an Affiliate of either of the Issuers and the
        requested transfer is after the second anniversary of the later of the
        (a) Issue Date and (b) the last date on which the Issuers or an
        Affiliate of either of the Issuers was the owner of such Security (or
        any predecessor Security) or such shorter period of time as permitted by
        Rule 144(k) under the Securities Act or any successor provision
        thereunder or (y) the proposed transferee has delivered to the Registrar
        a certificate substantially in the form of Exhibit C hereto and if such
        transfer is in respect of an aggregate principal amount of Securities of
        less than $100,000, the proposed transferee has delivered to the
        Registrar and the Issuers an opinion of counsel acceptable to the
        Issuers that such transfer is in compliance with the Securities Act and
        such other certifications, legal opinions or other information that the
        Trustee may reasonably request in order to confirm that such

                                       46

<PAGE>

        transaction is being made pursuant to an exemption from or in a
        transaction not subject to the registration requirements of the
        Securities Act; and

                (ii)    if the proposed transferor is an Agent Member holding a
        beneficial interest in the U.S. Global Security, the Registrar shall
        register the transfer of any Security constituting a Restricted
        Security, whether or not such Security bears a Private Placement Legend
        upon receipt by the Registrar of (x) the certificate, if any, required
        by paragraph (i) above and (y) instructions given in accordance with the
        Depository's and the Registrar's procedures, whereupon (a) the Registrar
        shall reflect on its books and records the date and (if the transfer
        does not involve a transfer of outstanding U.S. Physical Securities) a
        decrease in the principal amount of the applicable U.S. Global Security
        in an amount equal to the principal amount of the beneficial interest in
        such U.S. Global Security to be transferred, and (b) the Issuers shall
        execute and the Trustee shall authenticate and deliver one or more U.S.
        Physical Securities of like tenor and amount.

                (b)     Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Security to a QIB
(excluding transfers to Non-U.S. Persons):

                (i)     if the Security to be transferred consists of (x) either
        Offshore Physical Securities prior to the removal of the Private
        Placement Legend or U.S. Physical Securities, the Registrar shall
        register the transfer if such transfer is being made by a proposed
        transferor who has checked the box provided for on the form of Security
        stating, or has otherwise advised the Issuers and the Registrar in
        writing, that the sale has been made in compliance with the provisions
        of Rule 144A to a transferee who has signed the certification provided
        for on the form of Security stating, or has otherwise advised the
        Issuers and the Registrar in writing, that it is purchasing the Security
        for its own account or an account with respect to which it exercises
        sole investment discretion and that it and any such account is a QIB
        within the meaning of Rule 144A, and is aware that the sale to it is
        being made in reliance on Rule 144A and acknowledges that it has
        received such information regarding the Issuers as it has requested
        pursuant to Rule 144A or has determined not to request such information
        and that it is aware that the transferor is relying upon its foregoing
        representations in order to claim the exemption from registration
        provided by Rule 144A or (y) an interest in the U.S. Global Securities,
        the transfer of such interest may be effected only through the book
        entry system maintained by the Depositary; and

                (ii)    if the proposed transferee is an Agent Member, and the
        Securities to be transferred consist of U.S. Physical Securities which
        after transfer are to be evidenced by an interest in a U.S. Global
        Security, upon receipt by the Registrar of instructions given in
        accordance with the Depository's and the Registrar's procedures, the
        Registrar shall reflect on its books and records the date and an
        increase in the principal amount of the applicable U.S. Global Security
        in an amount equal to the principal amount of the U.S. Physical
        Securities to be transferred, and the Trustee shall cancel the U.S.
        Physical Securities so transferred.

                                       47

<PAGE>

        (c)     Transfers of Interests in the Temporary Offshore Global
Securities. The following provisions shall apply with respect to registration of
any proposed transfer of an interest in a Temporary Offshore Global Securities:

                (i)     The Registrar shall register the transfer of any
        Security (x) if the proposed transferee is a Non-U.S. Person and the
        proposed transferor has delivered to the Registrar a certificate
        substantially in the form of Exhibit D hereto or (y) if the proposed
        transferee is a QIB and the proposed transferor has checked the box
        provided for on the form of Security stating, or has otherwise advised
        the Issuers and the Registrar in writing, that the sale has been made in
        compliance with the provisions of Rule 144A to a transferee who has
        signed the certification provided for on the form of Security stating,
        or has otherwise advised the Issuers and the Registrar in writing, that
        it is purchasing the Security for its own account or an account with
        respect to which it exercises sole investment discretion and that it and
        any such account is a QIB within the meaning of Rule 144A, and is aware
        that the sale to it is being made in reliance on Rule 144A and
        acknowledges that it has received such information regarding the Issuers
        as it has requested pursuant to Rule 144A or has determined not to
        request such information and that it is aware that the transferor is
        relying upon its foregoing representations in order to claim the
        exemption from registration provided by Rule 144A.

                (ii)    If the proposed transferee is an Agent Member, upon
        receipt by the Registrar of the documents referred to in clause (i)(y)
        above and instructions given in accordance with the Depositary's and the
        Registrar's procedures, the Registrar shall reflect on its books and
        records the date and an increase in the principal amount of the U.S.
        Global Securities in an amount equal to the principal amount of the
        Temporary Offshore Global Securities to be transferred, and the Trustee
        shall decrease the amount of the Temporary Offshore Global Securities.

        (d)     Transfers of Interests in the Permanent Offshore Global
Securities or Unlegended Offshore Physical Securities. The following provisions
shall apply with respect to any transfer of interests in Permanent Offshore
Global Securities or unlegended Offshore Physical Securities. The Registrar
shall register the transfer of any such Security without requiring any
additional certification.

        (e)     Transfers to Non-U.S. Persons at Any Time. The following
provisions shall apply with respect to any transfer of a Security to a Non-U.S.
Person:

                (i)     Prior to the 41st day after the Issue Date, the
        Registrar shall register any proposed transfer of a Security to a
        Non-U.S. Person upon receipt of a certificate substantially in the form
        of Exhibit D hereto from the proposed transferor.

                (ii)    On and after the 41st day after the Issue Date, the
        Registrar shall register any proposed transfer to any Non-U.S. Person if
        the Security to be transferred is a U.S. Physical Security or an
        interest in U.S. Global Securities, upon receipt of a certificate
        substantially in the form of Exhibit D hereto from the proposed
        transferor.

                                       48

<PAGE>

                (iii)   (a) If the proposed transferor is an Agent Member
        holding a beneficial interest in the U.S. Global Securities, upon
        receipt by the Registrar of (x) the documents, if any, required by
        paragraph (ii) and (y) instructions in accordance with the Depositary's
        and the Registrar's procedures, the Registrar shall reflect on its books
        and records the date and a decrease in the principal amount of the U.S.
        Global Securities in an amount equal to the principal amount of the
        beneficial interest in the U.S. Global Securities to be transferred, and
        (b) if the proposed transferee is an Agent Member, upon receipt by the
        Registrar of instructions given in accordance with the Depositary's and
        the Registrar's procedures, the Registrar shall reflect on its books and
        records the date and an increase in the principal amount of the Offshore
        Global Securities in an amount equal to the principal amount of the U.S.
        Physical Securities or the U.S. Global Securities, as the case may be,
        to be transferred, and the Trustee shall cancel the U.S. Physical
        Security, if any, so transferred or decrease the amount of the U.S.
        Global Security.

                (f)     Private Placement Legend. Upon the registration of
        transfer, exchange or replacement of Securities not bearing the Private
        Placement Legend, the Registrar shall deliver Securities that do not
        bear the Private Placement Legend. Upon the registration of transfer,
        exchange or replacement of Securities bearing the Private Placement
        Legend, the Registrar shall deliver only Securities that bear the
        Private Placement Legend unless (i) the circumstance contemplated by
        paragraph (a)(i)(x), (d) or (e)(ii) of this Section 2.16 exists or (ii)
        there is delivered to the Registrar an Opinion of Counsel reasonably
        satisfactory to the Issuers and the Trustee to the effect that neither
        such legend nor the related restrictions on transfer are required in
        order to maintain compliance with the provisions of the Securities Act.

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

        The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16 in
accordance with its customary procedures. The Issuers shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

                                   ARTICLE III

                                   REDEMPTION

3.1     NOTICES TO TRUSTEE.

        If the Issuers elect to redeem Securities pursuant to Paragraph 5, 6 or
7 of the Securities, they shall notify the Trustee in writing of the Redemption
Date, the Redemption Price and the principal amount of the applicable Securities
to be redeemed. The Issuers shall give notice of redemption to the Paying Agent
and Trustee at least 45 days but not more than 60 days before the Redemption
Date (unless a shorter notice shall be agreed to by the Trustee in writing),

                                       49

<PAGE>

together with an Officers' Certificate stating that such redemption will comply
with the conditions contained herein and with the information specified in
Section 3.3.

3.2     SELECTION OF SECURITIES TO BE REDEEMED.

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

3.3     NOTICE OF REDEMPTION.

        At least 30 days but not more than 60 days before a Redemption Date, the
Issuers shall mail a notice of redemption by first class mail, postage prepaid,
to each Holder whose Securities are to be redeemed at its registered address. At
the Issuers' request at least 30 days before a Redemption Date (unless a shorter
period shall be acceptable to the Trustee), the Trustee shall give the notice of
redemption in the Issuers' name and at the Issuers' expense. Each notice of
redemption shall identify the Securities to be redeemed and shall state:

                (a)     the Redemption Date;

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

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

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

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

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

                (g)     if fewer than all the Securities are to be redeemed, the
        identification of the particular Securities (or portion thereof) to be
        redeemed, as well as the aggregate

                                       50

<PAGE>

        principal amount of Securities to be redeemed and the aggregate
        principal amount of Securities to be outstanding after such partial
        redemption;

                (h)     the Paragraph of the Securities pursuant to which the
        Securities are to be redeemed; and

                (i)     the CUSIP or ISIN number, if any, printed on the
        Securities being redeemed and a statement 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.

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

3.4     EFFECT OF NOTICE OF REDEMPTION.

        Once notice of redemption is mailed in accordance with Section 3.3,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Securities called for redemption shall be paid at
the Redemption Price (which shall include accrued interest thereon to the
Redemption Date), but installments of interest, the maturity of which is on or
prior to the Redemption Date, shall be payable to Holders of record at the close
of business on the relevant Record Dates.

3.5     DEPOSIT OF REDEMPTION PRICE.

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

        If the Issuers comply with the preceding paragraph, then, unless the
Issuers default in the payment of such Redemption Price plus accrued interest,
if any, interest on the Securities to be redeemed will cease to accrue on and
after the applicable Redemption Date, whether or not such Securities are
presented for payment.

3.6     SECURITIES REDEEMED IN PART.

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

                                       51

<PAGE>

                                   ARTICLE IV

                                    COVENANTS

4.1     PAYMENT OF SECURITIES.

        The Issuers shall pay the principal of, premium, if any, and interest on
the Securities in the manner provided in the Securities. An installment of
principal of, premium, if any, or interest on the Securities shall be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date
U.S. Legal Tender in immediately available funds designated for and sufficient
to pay the installment. If either of the Issuers or any Subsidiary of either
Issuer acts as Paying Agent, an installment of principal, premium, if any, or
interest shall be considered paid on the date it is due if the entity acting as
Paying Agent complies with the second sentence of Section 2.4. Interest on the
Securities will be computed on the basis of a 360-day year comprised of twelve
30-day months. As provided in Section 6.9, upon any bankruptcy or reorganization
procedure relative to either Issuer, the Trustee shall serve as Paying Agent, if
any, for the Securities.

4.2     MAINTENANCE OF OFFICE OR AGENCY.

        The Issuers shall maintain in the Borough of Manhattan, The City of New
York, the office or agency required under Section 2.3. The Issuers shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Issuers shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 13.2.

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

        The Issuers hereby initially designate the Trustee at its address c/o
Deutsche Bank Trust Company Americas, Corporate Trust and Agency Services, 280
Park Avenue, 9th Floor, New York, New York 10017, Attention: Dorothy Robinson,
as such office of the Issuers in accordance with Section 2.3.

4.3     LIMITATION ON RESTRICTED PAYMENTS.

        The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, (1) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
in Qualified Capital Stock of the Company) on or in respect of shares of the
Company's Capital Stock to holders of such Capital Stock; (2) purchase, redeem
or otherwise acquire or retire for value any Capital Stock of the Company or any
warrants, rights or options to purchase or acquire shares of any class of such
Capital Stock of the Company; (3) make any principal payment on, purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final maturity, scheduled repayment or

                                       52

<PAGE>

scheduled sinking fund payment, any Indebtedness of the Company that is
subordinate or junior in right of payment to the Securities (other than
Indebtedness described in clause (7) of the definition of "Permitted
Indebtedness"); or (4) make any Investment (other than Permitted Investments)
(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being
referred to as a "Restricted Payment"), if at the time of such Restricted
Payment or immediately after giving effect thereto:

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

                (b)     the Company is not able to incur at least $1.00 of
        additional Indebtedness (other than Permitted Indebtedness) in
        compliance with Section 4.4; or

                (c)     the aggregate amount of Restricted Payments (including
        such proposed Restricted Payment) made subsequent to November 14, 2000
        (the amount expended for such purposes, if other than in cash, being the
        fair market value of such property as determined reasonably and in good
        faith by the Board of Directors of the Company whose determination will
        be conclusive) shall exceed the sum of:

                (i)     50% of the cumulative Consolidated Net Income (or if
        cumulative Consolidated Net Income shall be a loss, minus 100% of such
        loss) of the Company earned subsequent to November 14, 2000 and on or
        prior to the date the Restricted Payment occurs (the "Reference Date")
        (treating such period as a single accounting period); plus

                (ii)    100% of the aggregate Net Cash Proceeds and the fair
        market value, as determined in good faith by the Board of Directors of
        the Company, of property other than cash received by the Company from
        any Person (other than a Subsidiary of the Company) from the issuance
        and sale subsequent to November 14, 2000 and on or prior to the
        Reference Date of Qualified Capital Stock of the Company (other than
        Excluded Contributions); plus

                (iii)   without duplication of any amounts included in clause
        (c)(ii) above, 100% of the aggregate Net Cash Proceeds of any equity
        contribution received by the Company from a holder of the Company's
        Capital Stock (other than Excluded Contributions) after November 14,
        2000; plus

                (iv)    the amount by which Indebtedness of the Company or any
        of its Restricted Subsidiaries is reduced on the Company's balance sheet
        upon the conversion or exchange subsequent to November 14, 2000 of any
        Indebtedness of the Company or any of its Restricted Subsidiaries
        incurred after November 14, 2000 into or for Qualified Capital Stock;
        plus

                (v)     without duplication, the sum of:

                        (A)     the aggregate amount returned in cash on or with
                respect to Investments (other than Permitted Investments) made
                subsequent to November 14, 2000 whether through interest
                payments, principal payments, dividends or other distributions
                or payments;

                                       53

<PAGE>

                        (B)     the net cash proceeds received by the Company or
                any Restricted Subsidiary of the Company from the disposition of
                all or any portion of such Investments (other than to a
                Subsidiary of the Company); and

                        (C)     upon redesignation of an Unrestricted Subsidiary
                as a Restricted Subsidiary, the fair market value of such
                Subsidiary (valued in each case as provided in the definition of
                "Investment");

        provided, however, that the sum of clauses (A), (B) and (C) above shall
        not exceed the aggregate amount of all such Investments made by the
        Company or any Restricted Subsidiary in the relevant Person or
        Unrestricted Subsidiary subsequent to November 14, 2000.

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

                (1)     the payment of any dividend or other distribution within
        60 days after the date of declaration of such dividend or other
        distribution if the dividend or other distribution would have been
        permitted on the date of declaration;

                (2)     if no Default or Event of Default shall have occurred
        and be continuing, the acquisition of any shares of Capital Stock of the
        Company, either (a) solely in exchange for shares of Qualified Capital
        Stock of the Company or Qualified Capital Stock of RPP Inc. or (b)
        through the application of net proceeds of a substantially concurrent
        sale for cash (other than to a Subsidiary of the Company) of shares of
        Qualified Capital Stock of the Company or, to the extent the proceeds
        therefrom are contributed by RPP Inc. to the Company, from the shares of
        Capital Stock of RPP Inc.;

                (3)     if no Default or Event of Default shall have occurred
        and be continuing, the acquisition of any Indebtedness of the Company
        that is subordinate or junior in right of payment to the Securities
        either (a) solely in exchange for shares of Qualified Capital Stock of
        the Company or RPP Inc., or (b) through the application of net proceeds
        of a substantially concurrent sale for cash (other than to a Subsidiary
        of the Company) of (I) shares of Qualified Capital Stock of the Company
        or RPP Inc., or (II) Refinancing Indebtedness;

                (4)     if no Default or Event of Default shall have occurred
        and be continuing, repurchases by the Company or any Restricted
        Subsidiary of the Company of, or dividends, distributions or advances to
        RPP Inc. made on or after November 14, 2000 to allow RPP Inc. to
        repurchase (and/or to make payments on notes theretofore issued by RPP
        Inc. representing the consideration for the previous repurchase of),
        securities of RPP Inc., RPP Holdings or the Company from employees,
        directors or consultants of RPP Inc., the Company or any Subsidiaries of
        the Company or their authorized representatives (a) upon the death,
        disability or termination of employment of such employees, directors or
        consultants or to the extent required pursuant to employee benefit
        plans, employment agreements or consulting agreements or (b) pursuant to
        any other agreements with

                                       54

<PAGE>

        such employees or directors of or consultants to RPP Inc., the Company
        or any Subsidiaries of the Company, in an aggregate amount not to exceed
        $7.5 million in any calendar year (with unused amounts in any calendar
        year being carried over to succeeding years subject to a maximum of
        $15.0 million in any calendar year), provided that the cancellation of
        Indebtedness owing to the Company or any Restricted Subsidiary of the
        Company from such employees, directors or consultants of the Company or
        any of its Restricted Subsidiaries in connection with a repurchase of
        Capital Stock of the Company will not be deemed to constitute a
        Restricted Payment under this Indenture;

                (5)     the declaration and payment of dividends to holders of
        any class or series of Preferred Stock of the Company, provided that for
        the most recently ended four full fiscal quarters for which internal
        financial statements are available immediately preceding the date of
        issuance of such Preferred Stock, after giving effect to such issuance
        on a pro forma basis, the Company would have been able to incur at least
        $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to
        Section 4.4;

                (6)     the payment of dividends on the Company's Common Stock
        (or dividends, distributions or advances to RPP Inc. to allow RPP Inc.
        to pay dividends on RPP Inc.'s Common Stock), following the first public
        offering of the Company's Common Stock (or of RPP Inc.'s Common Stock)
        after the Issue Date, of (i) in the case of the first public offering of
        the Company's Common Stock, up to 6% per annum of the net proceeds
        received by the Company in such public offering, or (ii) in the case of
        the first public offering of RPP Inc.'s Common Stock, up to 6% per annum
        of the amount contributed by RPP Inc. from the proceeds received by RPP
        Inc. from such offering, other than, in each case, public offerings with
        respect to the Company's Common Stock (or RPP Inc.'s Common Stock)
        registered on Form S-8 (or any successor form);

                (7)     the payment of dividends, distributions or advances to
        RPP Inc. to allow RPP Inc. to repurchase, retire or otherwise acquire or
        retire for value equity interests of RPP Inc., in existence on November
        14, 2000 and from the Persons holding such equity interests on November
        14, 2000 and which are not held by Apollo or any of its Affiliates or
        members of management of the Company and its Subsidiaries on November
        14, 2000 (including any equity interests issued in respect of such
        equity interests as a result of a stock split, recapitalization, merger,
        combination, consolidation or similar transaction), provided, however,
        that the Company shall be permitted to make Restricted Payments under
        this clause only if after giving effect thereto, the Company would be
        permitted to incur at least $1.00 of additional Indebtedness (other than
        Permitted Indebtedness) pursuant to Section 4.4;

                (8)     other Restricted Payments made after November 14, 2000
        in an aggregate amount not to exceed $20.0 million;

                (9)     if no Default or Event of Default shall have occurred
        and be continuing, payments or distributions to, or dividends,
        distributions or advances to RPP Inc. to allow RPP Inc. to make payments
        or distributions to, dissenting stockholders pursuant to applicable law,
        pursuant to or in connection with a consolidation, merger or transfer of
        assets that complies with the provisions of this Indenture applicable to
        mergers,

                                       55

<PAGE>

        consolidations and transfers of all or substantially all of the property
        and assets of the Company;

                (10)    Investments that are made with Excluded Contributions;

                (11)    any payments made to consummate the Transactions
        pursuant to or contemplated by the Master Sale Agreement, the Non-US
        Sale Agreement, the Transaction Documents, the Non-US Transaction
        Documents (as such terms are defined in the Master Sale Agreement), and
        any other agreements related to the Recapitalization in effect on the
        closing date of the Recapitalization, including payments made by the
        Company to RPP Inc. to allow RPP Inc. to satisfy its obligations under
        such agreements or documents, in each case, as such agreements or
        documents are in effect on November 14, 2000 as amended from time to
        time so long as such amendment is in the good faith judgment of the
        Board of Directors of the Company not more disadvantageous to the
        Holders of the Securities in any material respect than such agreement or
        document as in effect on November 14, 2000;

                (12)    repurchases of Capital Stock deemed to occur upon the
        exercise of stock options, warrants or other convertible securities, to
        the extent such Capital Stock represents a portion of the consideration
        for such exercise;

                (13)    payment of dividends, other distributions or other
        amounts by the Company to RPP Inc. in amounts required for RPP Inc. to
        pay franchise taxes and other fees required to maintain its existence
        and provide for all other operating costs of RPP Inc., including,
        without limitation, in respect of director fees and expenses,
        administrative, legal and accounting services provided by third parties
        and other costs and expenses, including all costs and expenses with
        respect to filings with the Commission, of up to $2.5 million per fiscal
        year;

                (14)    the acquisition of any shares of Disqualified Capital
        Stock of the Company either (a) solely in exchange for shares of
        Disqualified Capital Stock of the Company or Capital Stock of RPP Inc.
        or (b) through the application of the net proceeds of a substantially
        concurrent sale for cash (other than to a Subsidiary of the Company) of
        shares of Disqualified Capital Stock of the Company or, to the extent
        the proceeds therefrom are contributed by RPP Inc. to the Company, from
        shares of Capital Stock of RPP Inc.;

                (15)    any purchase or redemption of Indebtedness that ranks
        junior to the Securities utilizing any Net Cash Proceeds remaining after
        the Company has complied with the requirements of the covenants
        described under Sections 4.17 and 4.18;

                (16)    the payment of dividends, other distributions or amounts
        by the Company to RPP Inc. in amounts required to pay the tax
        obligations of the Company and its Subsidiaries and the tax obligations
        of RPP Inc. or any of its direct or indirect parent attributable to the
        Company and its Subsidiaries; provided that (x) the amount of dividends
        paid pursuant to this clause (16) to enable RPP Inc. or any of its
        direct or indirect parents to pay Federal and state income taxes at any
        time shall not exceed the

                                       56

<PAGE>

        amount of such Federal and state income taxes actually owing by RPP Inc.
        or any of its direct or indirect parents at such time for the respective
        period and (y) any refunds received by RPP Inc. or any of its direct or
        indirect parents attributable to the Company and its Subsidiaries shall
        promptly be returned by RPP Inc. or any of its direct or indirect
        parents to the Company; and

                (17)    if no Default or Event of Default shall have occurred
        and be continuing, payments of cash, or dividends, distributions or
        advances made after November 14, 2000 to RPP Inc. to allow RPP Inc. to
        make payments of cash, in lieu of the issuance of fractional shares upon
        the exercise of warrants or upon the conversion or exchange of, or
        issuance of Capital Stock in lieu of cash dividends on, any Capital
        Stock of RPP Inc., the Company or any Restricted Subsidiary, which in
        the aggregate do not exceed $3.0 million.

In determining the aggregate amount of Restricted Payments made subsequent to
the Issue Date in accordance with clause (c) of the immediately preceding
paragraph, amounts expended pursuant to clauses (1), (2), (4), (5), (6), (7),
(8), (9), (15) and (17) shall be included in such calculation.

        Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company's latest available internal quarterly
financial statements.

4.4     LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); provided, however, that if no Default or
Event of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company and its
Restricted Subsidiaries may incur Indebtedness (including, without limitation,
Acquired Indebtedness) if on the date of the incurrence of such Indebtedness,
after giving effect to the incurrence thereof, the Consolidated Fixed Charge
Coverage Ratio of the Company is greater than 2.25 to 1.0; provided that the
amount of Indebtedness (other than Acquired Indebtedness) that may be incurred
pursuant to the foregoing by Restricted Subsidiaries of the Company that have
not Guaranteed the Securities in compliance with Section 4.15 or 4.21 shall not
exceed $50.0 million, in the case of the Domestic Restricted Subsidiaries, and
$50.0 million, in the case of the Foreign Restricted Subsidiaries, in each case,
at any one time outstanding.

        The Issuers and the Guarantors, if any, shall not incur or suffer to
exist any Indebtedness that is subordinated in right of payment to any other
Indebtedness of the Issuers or the Guarantors unless such Indebtedness is at
least equally subordinated in right of payment to the Securities or any
Subsidiary Guarantees, if any.

                                       57

<PAGE>

4.5     CORPORATE EXISTENCE.

        Except as otherwise permitted by Article V, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other existence
of each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each such Restricted Subsidiary and the rights
(charter and statutory) and material franchises of the Company and each of its
Restricted Subsidiaries; provided, however, that neither the Company nor any
Restricted Subsidiary shall be required to preserve any such right or franchise
or in the case of any Restricted Subsidiary, its existence, if (in each case)
the Board of Directors of the Company shall determine that the loss thereof is
not, and will not be, adverse in any material respect to the Holders.

4.6     PAYMENT OF TAXES AND OTHER CLAIMS.

        The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any of its Subsidiaries or
upon the income, profits or property of it or any of its Restricted Subsidiaries
and (b) all lawful claims for labor, materials and supplies which, in each case,
if unpaid, might by law become a material liability or Lien upon the property of
it or any of its Restricted Subsidiaries; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, (i) the applicability or
validity is being contested in good faith by appropriate proceedings and for
which appropriate provision has been made or (ii) where the failure to effect
such payment or discharge is not adverse in any material respect to the Holders.

4.7     MAINTENANCE OF PROPERTIES AND INSURANCE.

        (a)     The Company shall cause all material properties owned by or
leased by it or any of its Restricted Subsidiaries used or useful to the conduct
of its business or the business of any of its Restricted Subsidiaries, taken as
a whole, to be maintained and kept in normal condition, repair and working order
and supplied with all necessary equipment and shall cause to be made all
repairs, renewals, replacements, and betterments thereof, all as in its judgment
may be necessary, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.7 shall prevent the Company or any of its Restricted
Subsidiaries from discontinuing the use, operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Board of Directors of the Company or any such Restricted
Subsidiary desirable in the conduct of the business of the Company or any such
Restricted Subsidiary, and if such discontinuance or disposal is not adverse in
any material respect to the Holders; provided further that nothing in this
Section 4.7 shall prevent the Company or any of its Restricted Subsidiaries from
discontinuing or disposing of any properties to the extent otherwise permitted
by this Indenture.

        (b)     The Company shall maintain, and shall cause its Restricted
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are, in the Company's reasonable judgment,
customarily carried by similar businesses of similar size,

                                       58

<PAGE>

including property and casualty loss, workers' compensation and interruption of
business insurance.

4.8     COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

        (a)     The Issuers and each Guarantor, if any, shall deliver to the
Trustee, within 120 days after the close of each fiscal year of the Issuers, an
Officers' Certificate stating that a review of the activities of each of the
Issuers has been made under the supervision of the signing Officers with a view
to determining whether it has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Issuers
or the applicable Guarantor during such preceding fiscal year have kept,
observed, performed and fulfilled each and every such covenant and no Default or
Event of Default occurred during such year and at the date of such certificate
there is no Default or Event of Default that has occurred and is continuing or,
if such signers do know of such Default or Event of Default, the certificate
shall describe its status with particularity. The applicable Officers'
Certificate shall also notify the Trustee should either of the Issuers or any
Guarantor elect to change the manner in which it fixes its fiscal year end.

        (b)     The annual financial statements delivered pursuant to Section
4.10 shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit of such financial statements nothing has come to their
attention that would lead them to believe that the Issuers have violated any
provisions of Article IV, V or VI of this Indenture insofar as they relate to
accounting matters or, if any such violation has occurred, specifying the nature
and period of existence thereof, it being understood that such accountants shall
not be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

        (c)     The Issuers shall deliver to the Trustee, in the event that any
Officer becomes aware of any Default or Event of Default in the performance of
any covenant, agreement or condition contained in this Indenture, an Officers'
Certificate specifying the Default or Event of Default and describing its status
with particularity.

4.9     COMPLIANCE WITH LAWS.

        The Company shall comply, and shall cause each of its Subsidiaries to
comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States, all states and municipalities thereof, and of
any governmental department, commission, board, regulatory authority, bureau,
agency and instrumentality of the foregoing, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except
for such noncompliances as would not in the aggregate have a material adverse
effect on the financial condition or results of operations of the Company and
its Subsidiaries taken as a whole.

4.10    REPORTS TO HOLDERS.

        Whether or not required by the rules and regulations of the Commission,
so long as any Securities are outstanding, the Company shall file a copy of the
following information and reports with the Trustee and the Commission for public
availability (unless the Commission will

                                       59

<PAGE>

not accept such a filing) and shall furnish to the Holders of Securities and to
securities analysts and prospective investors, upon their written request:

                (i)     all quarterly and annual financial information that
        would be required to be contained in a filing with the Commission on
        Forms 10-Q and 10-K if the Company were required to file such Forms,
        including a "Management's Discussion and Analysis of Financial Condition
        and Results of Operations" that describes the financial condition and
        results of operations of the Company and its consolidated Subsidiaries
        (it being understood that the first of such Forms required to be filed
        by the Company following the Issue Date shall be a Form 10-Q for the
        quarter ending March 31, 2003) and, with respect to the annual
        information only, a report thereon by the Company's certified
        independent accountants; and

                (ii)    all current reports that would be required to be filed
        with the Commission on Form 8-K if the Company were required to file
        such reports, in each case within the time periods specified in the
        Commission's rules and regulations.

        In addition, following the consummation of the Exchange Offer, whether
or not required by the rules and regulations of the Commission, the Company
shall file a copy of all such information and reports with the Commission for
public availability (unless the Commission will not accept such a filing) and
make such information available to securities analysts and prospective investors
upon written request to the Company.

        In addition, for so long as any Securities remain outstanding, the
Company shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

4.11    WAIVER OF STAY, EXTENSION OR USURY LAWS.

        Each of the Issuers and each Guarantor, if any, covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive such
Issuer or such Guarantor from paying all or any portion of the principal of,
premium, if any, and/or interest on the Securities or the Subsidiary Guarantee
of any such Guarantor as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture, and (to the extent that it may lawfully do so) each hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

4.12    LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.

        (a)     The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y)

                                       60

<PAGE>

Affiliate Transactions on terms that are no less favorable than those that could
reasonably have been obtained in a comparable transaction at such time on an
arm's-length basis from a Person that is not an Affiliate of the Company or such
Restricted Subsidiary. All Affiliate Transactions (and each series of related
Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a fair market value in excess of $2.0
million shall be approved by the Board of Directors of the Company or such
Restricted Subsidiary, as the case may be, such approval to be evidenced by a
Board Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate fair market value of more than $10.0 million, the Company or such
Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to the Company or the relevant Restricted
Subsidiary, as the case may be, from a financial point of view, from an
Independent Financial Advisor and file the same with the Trustee.

        (b)     The restrictions set forth in clause (a) shall not apply to:

                (i)     reasonable fees and compensation paid to and indemnity
        provided on behalf of, officers, directors, employees or consultants of
        the Company or any Restricted Subsidiary of the Company as determined in
        good faith by the Company's Board of Directors;

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

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

                (iv)    Restricted Payments and Permitted Investments permitted
        by this Indenture;

                (v)     transactions in which the Company or any of its
        Restricted Subsidiaries, as the case may be, delivers to the Trustee a
        letter from an Independent Financial Advisor stating that such
        transaction is fair to the Company or such Restricted Subsidiary from a
        financial point of view or meets the requirements of the first sentence
        of paragraph (a) above;

                (vi)    the issuance of securities or other payments, awards or
        grants in cash, securities or otherwise pursuant to or the funding of,
        employment arrangements, stock options and stock ownership plans or
        similar employee benefit plans approved by Board of Directors of the
        Company in good faith and loans to employees of the Company and

                                       61

<PAGE>

        its Subsidiaries which are approved by the Board of Directors of the
        Company in good faith;

                (vii)   the payment of all fees and expenses related to the
        Transactions;

                (viii)  transactions with customers, clients, suppliers, or
        purchasers or sellers of goods or services, in each case on ordinary
        business terms and otherwise in compliance with the terms of this
        Indenture, which are fair to the Company or its Restricted Subsidiaries,
        in the reasonable determination of the Board of Directors of the Company
        or the senior management thereof, or are on terms at least as favorable
        as could reasonably have been obtained at such time from an unaffiliated
        party;

                (ix)    fees payable to Apollo pursuant to the Management
        Agreement;

                (x)     any contribution to the capital of the Company, or any
        sales of Capital Stock of the Company; and

                (xi)    any tax sharing agreement or arrangement and payments
        pursuant thereto among the Company and its Subsidiaries and any other
        Person with which the Company or its Subsidiaries is required or
        permitted to file a consolidated tax return or with which the Company or
        any of its Restricted Subsidiaries is or could be part of a consolidated
        group for tax purposes in amounts not otherwise prohibited by this
        Indenture.

4.13    LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
        SUBSIDIARIES.

        The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries (other than a Restricted Subsidiary that has executed a
Subsidiary Guarantee) to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to (a) pay dividends or make
any other distributions on or in respect of its Capital Stock (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 loans or advances or to pay any
Indebtedness or other obligation owed to the Company or any other Restricted
Subsidiary of the Company; or (c) transfer any of its property or assets to the
Company or any other Restricted Subsidiary of the Company, except for such
encumbrances or restrictions existing under or by reason of:

                (i)     applicable law, rule, regulation, order, grant or
        governmental permit;

                (ii)    this Indenture and the Security Documents in relation to
        the Second Priority Lien Obligations;

                (iii)   the Credit Agreement and/or the documentation for the
        other First Priority Lien Obligations;

                (iv)    customary non-assignment provisions of any contract,
        license or any lease of any Restricted Subsidiary of the Company;

                                       62

<PAGE>

                (v)     any instrument governing Acquired Indebtedness, which
        encumbrance or restriction is not applicable to any Person, or the
        properties or assets of any Person, other than the Person or the
        properties or assets of the Person so acquired;

                (vi)    agreements existing or entered into on the Issue Date to
        the extent and in the manner such agreements are in effect on the Issue
        Date;

                (vii)   purchase money obligations for property acquired in the
        ordinary course of business or Capitalized Lease Obligations that impose
        restrictions of the nature discussed in clause (c) above on the property
        so acquired;

                (viii)  contracts for the sale of assets, including, without
        limitation, customary restrictions with respect to a Restricted
        Subsidiary of the Company pursuant to an agreement that has been entered
        into for the sale or disposition of all or substantially all of the
        Capital Stock or assets of such Restricted Subsidiary;

                (ix)    secured Indebtedness otherwise permitted to be incurred
        pursuant to Sections 4.4 and 4.16 that limit the right of the debtor to
        dispose of the assets securing such Indebtedness;

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

                (xi)    customary net worth and restrictions on transfer,
        assignment or subletting provisions contained in leases and other
        agreements entered into by the Company or any Restricted Subsidiary;

                (xii)   any restriction in any agreement or instrument of a
        Receivables Subsidiary governing a Qualified Receivables Transaction;

                (xiii)  an agreement governing Indebtedness incurred to
        Refinance the Indebtedness issued, assumed or incurred pursuant to an
        agreement referred to in clauses (i) through (xii) above; provided,
        however, that the provisions relating to such encumbrance or restriction
        contained in any such Indebtedness, taken as a whole, are no less
        favorable to the Company in any material respect as determined by the
        Board of Directors of the Company in their reasonable and good faith
        judgment than the provisions relating to such encumbrance or restriction
        contained in agreements referred to in such clauses; or

                (xiv)   an agreement governing Indebtedness permitted to be
        incurred pursuant to Section 4.4; provided that the provisions relating
        to such encumbrance or restriction contained in such Indebtedness, taken
        as a whole, are no less favorable to the Company in any material respect
        as determined by the Board of Directors of the Company in their
        reasonable and good faith judgment than the provisions contained in the
        Credit Agreement or in this Indenture as in effect on the Issue Date.

                                       63

<PAGE>

4.14    LIMITATION ON THE ISSUANCE AND SALE OF CAPITAL STOCK OF RESTRICTED
        SUBSIDIARIES.

        The Company shall not sell, and shall not permit any Restricted
Subsidiary of the Company, directly or indirectly, to issue or sell, any shares
of Capital Stock of a Restricted Subsidiary (including options, warrants or
other rights to purchase shares of such Capital Stock) except:

                (a)     to the Company or a Wholly Owned Restricted Subsidiary
        of the Company;

                (b)     issuance of director's qualifying shares or sales to
        foreign nationals of shares of Capital Stock of Foreign Restricted
        Subsidiaries of the Company, to the extent required by applicable law;

                (c)     if, immediately after giving effect to such issuance or
        sale, such Restricted Subsidiary would no longer constitute a Restricted
        Subsidiary of the Company and any Investment in such Person remaining
        after giving effect to such issuance or sale would have been permitted
        to be made under Section 4.3 if made on the date of such issuance or
        sale; or

                (d)     the sale or issuance of Common Stock that is Qualified
        Capital Stock of Restricted Subsidiaries of the Company, if the proceeds
        from such issuance and sale are applied in accordance with Section 4.18.

4.15    LIMITATION ON ISSUANCES OF GUARANTEES BY RESTRICTED SUBSIDIARIES.

        The Company shall not permit any Restricted Subsidiary of the Company,
directly or indirectly, to Guarantee any Indebtedness of the Company which is
pari passu with or subordinate in right of payment to the Securities
("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Subsidiary Guarantee of payment of the Securities by such
Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in
any manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee so long as any Securities remain
outstanding; provided that this paragraph shall not be applicable to any
Guarantee of any Restricted Subsidiary (x) that existed at the time such Person
became a Restricted Subsidiary and was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary or (y) of First
Priority Lien Obligations or (z) that is provided by a Foreign Restricted
Subsidiary of Indebtedness incurred by another Foreign Restricted Subsidiary. If
the Guaranteed Indebtedness is (A) pari passu with the Securities, then the
Guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Subsidiary Guarantee or (B) subordinated to the Securities,
then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the
Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Securities.

        Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged

                                       64

<PAGE>

upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the
Company, of all of the Company's and each Restricted Subsidiary's Capital Stock
in, or all or substantially all the assets of, such Restricted Subsidiary (which
sale, exchange or transfer is not prohibited by this Indenture), (ii) the
release or discharge of the Guarantee which resulted in the creation of such
Subsidiary Guarantee, except a discharge or release by or as a result of payment
under such Guarantee or (iii) the designation of such Restricted Subsidiary as
an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

4.16    LIMITATION ON LIENS.

        The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom
unless:

                (a)     in the case of Liens securing Indebtedness that is
        expressly subordinate or junior in right of payment of the Securities,
        the Securities are secured by a Lien on such property, assets or
        proceeds that is senior in priority to such Liens; and

                (b)     in all other cases, the Securities are equally and
        ratably secured, except for the following Liens which are expressly
        permitted:

                (i)     Liens existing as of the Issue Date, other than First
        Priority Liens;

                (ii)    Liens securing (x) Indebtedness and other Obligations
        under the Credit Agreement in an aggregate principal amount of such
        Indebtedness outstanding at any time not to exceed $165 million, and (y)
        the Indebtedness and other Obligations outstanding from time to time
        under the Overdraft Facility in an aggregate principal amount of such
        Indebtedness not to exceed $20 million; provided that the amount of
        Liens permitted to secure Indebtedness and other Obligations under the
        Credit Agreement and Overdraft Facility in accordance with this clause
        (ii) shall be in addition to any Liens permitted to secure Indebtedness
        and other Obligations under the Credit Agreement and Overdraft Facility
        in reliance on and in accordance with clauses (6), (7), (20), (21) and
        (22) of the definition of "Permitted Liens";

                (iii)   Liens securing the Securities or any Subsidiary
        Guarantee;

                (iv)    Liens in favor of (x) either Issuer or any Guarantor or
        (y) any Wholly Owned Restricted Subsidiary that is not an Issuer or a
        Guarantor;

                (v)     Liens securing Refinancing Indebtedness which is
        incurred to Refinance any Indebtedness (including, without limitation,
        Acquired Indebtedness) which has been secured by a Lien permitted under
        this Indenture and which has been incurred in accordance with the
        provisions of this Indenture; provided, however, that such Liens:

                                       65

<PAGE>

                        (A)     are no less favorable to the Holders and are not
                more favorable to the lienholders with respect to such Liens
                than the Liens in respect of the Indebtedness being Refinanced;
                and

                        (B)     do not extend to or cover any property or assets
                of the Company or any of its Restricted Subsidiaries not
                securing the Indebtedness so Refinanced;

                (vi)    Liens securing Indebtedness of Restricted Subsidiaries
        of the Company so long as such Indebtedness is otherwise permitted under
        this Indenture; and

                (vii)   Permitted Liens.

4.17    CHANGE OF CONTROL.

        (a)     Upon the occurrence of a Change of Control, the Company shall be
obligated to make an offer to purchase (the "Change of Control Offer"), and
shall purchase, on a Business Day (the "Change of Control Payment Date") as
described below, all or a portion of the then outstanding Securities at a
purchase price equal to 101.0% of the principal amount thereof, plus accrued and
unpaid interest, if any, thereon to the Change of Control Payment Date (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date). The Change of Control Offer
shall remain open for at least 20 Business Days and until the close of business
on the Change of Control Payment Date. Notwithstanding the occurrence of a
Change of Control, the Company shall not be obligated to repurchase the
Securities pursuant to this Section 4.17 in the event that the Company has
exercised its right to redeem all the Securities under the terms of Article III
of this Indenture and paragraph 6 of the Securities.

        (b)     Prior to the mailing of the notice referred to below, but in any
event within 30 days following any Change of Control, the Company covenants to:

                (i)     repay in full and terminate all commitments under the
        Credit Agreement and all other First Priority Lien Obligations the terms
        of which require repayment upon a Change of Control or offer to repay in
        full and terminate all commitments under the Credit Agreement and all
        other such First Priority Lien Obligations and to repay the Indebtedness
        owed to (and terminate all commitments of) each lender under the Credit
        Agreement and each other holder of a First Priority Lien Obligation
        which has accepted such offer; or

                (ii)    obtain the requisite consents under the Credit Agreement
        and all such other First Priority Lien Obligations to permit the
        repurchase of the Securities as provided below.

The Company shall first comply with the covenant in the immediately preceding
sentence before it shall be required to repurchase Securities pursuant to the
provisions described below. The Company's failure to comply with the covenant
described in the second preceding sentence (and any failure to send the notice
referred to in clause (c) below because same is prohibited by the second
preceding sentence) may (with notice and lapse of time) constitute an Event of
Default

                                       66

<PAGE>

described in clause (iii) of Section 6.1 but shall not constitute an Event of
Default described in clause (ii) of Section 6.1.

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

                (i)     that the Change of Control Offer is being made pursuant
        to this Section 4.17 and that all Securities tendered and not withdrawn
        will be accepted for payment;

                (ii)    the purchase price (including the amount of accrued
        interest) and the Change of Control Payment Date, which shall be a
        Business Day, that is not earlier than 30 days or later than 60 days
        from the date such notice is mailed, other than as may be required by
        law;

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

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

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

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

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

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

        The Company shall not be required to make a Change of Control Offer upon
a Change of Control if any other Person makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.17 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. This covenant and other provisions contained in this
Indenture relating to the Company's obligation to make a Change of Control

                                       67

<PAGE>

Offer may be waived or modified with the written consent of the Holders of a
majority in principal amount of Securities.

        On or before the Change of Control Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender in
immediately available funds sufficient to pay the purchase price plus accrued
interest, if any, of all Securities so tendered and (iii) deliver to the Trustee
Securities so accepted together with an Officers' Certificate stating the
Securities or portions thereof being purchased by the Company. The Paying Agent
shall promptly mail to the Holders of Securities so accepted payment in an
amount equal to the purchase price plus accrued interest, if any, and upon
written order of the Company accompanied by an Officers' Certificate, the
Trustee shall promptly authenticate and mail to such Holders new Securities
equal in principal amount to any unpurchased portion of the Securities
surrendered. Any Securities not so accepted shall be promptly mailed by the
Company to the Holder thereof. For purposes of this Section 4.17, the Trustee
shall act as the Paying Agent.

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

        The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Change of Control Offer. To the extent
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.17, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.17 by virtue thereof.

4.18    LIMITATION ON ASSET SALES.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

                (i)     the Company or the applicable Restricted Subsidiary, as
        the case may be, receives consideration at the time of such Asset Sale
        at least equal to the fair market value of the assets sold or otherwise
        disposed of (as determined in good faith by the Company's senior
        management or, in the case of an Asset Sale in excess of $5.0 million,
        the Board of Directors of the Company);

                (ii)    at least 75% of the consideration received by the
        Company or the Restricted Subsidiary, as the case may be, from such
        Asset Sale shall be in the form of (x) cash or Cash Equivalents, (y)
        properties and assets to be owned by the Company or any of its
        Restricted Subsidiaries and used in a Permitted Business or (z) Capital
        Stock in one or more Persons engaged in a Permitted Business that are or
        thereby become Restricted Subsidiaries of the Company, and, in each
        case, such consideration is received at the time of such disposition;
        provided that the amount of (a) any liabilities (as shown on the
        Company's or such Restricted Subsidiary's most recent balance sheet) of
        the Company or any Restricted Subsidiary (other than liabilities that
        are by their terms

                                       68

<PAGE>

        subordinated to the Securities) that are assumed by the transferee of
        any such assets, and (b) any notes or other securities received by the
        Company or any such Restricted Subsidiary from such transferee that are
        converted by the Company or such Restricted Subsidiary into cash within
        180 days after such Asset Sale (to the extent of the cash received)
        shall be deemed to be cash for the purposes of this provision only; and

                (iii)   upon the consummation of an Asset Sale, the Company
        shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
        Proceeds relating to such Asset Sale within 360 days of receipt thereof
        either:

                        (A)     to prepay any Applicable Indebtedness and, in
                the case of any such Applicable Indebtedness under any revolving
                credit facility, effect a permanent reduction in the
                availability under such revolving credit facility (or effect a
                permanent reduction in availability under such revolving credit
                facility, regardless of the fact that no prepayment is
                required);

                        (B)     to make an Investment (x) in properties and
                assets that replace the properties and assets that were the
                subject of such Asset Sale, (y) in properties and assets that
                will be used in a Permitted Business or (z) permitted by clause
                (1) of the definition of Permitted Investments (collectively,
                "Replacement Assets"); or

                        (C)     a combination of prepayment and investment
                permitted by the foregoing clauses (iii)(A) and (iii)(B).

        Pending the final application of the Net Cash Proceeds, the Company and
its Restricted Subsidiaries may temporarily reduce Pari Passu Indebtedness (or,
in the case of an Asset Sale by a Restricted Subsidiary, Indebtedness of a
Restricted Subsidiary) or otherwise invest such Net Cash Proceeds in any manner
not prohibited by this Indenture.

        On the 361st day after an Asset Sale or such earlier date, if any, as
the senior management or the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the
next preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such
aggregate amount of Net Cash Proceeds which have not been applied on or before
such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B)
and (iii)(C) of the next preceding paragraph (each a "Net Proceeds Offer
Amount") shall be applied by the Company or such Restricted Subsidiary to make
an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds
Offer Payment Date") not less than 30 nor more than 60 days following the
applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata
basis, that amount of Securities equal to the Net Proceeds Offer Amount at a
price equal to 100% of the principal amount of the Securities to be purchased,
plus accrued and unpaid interest thereon, if any, to the date of purchase;
provided, however, that if the Company so elects (or is required by the terms of
any Applicable Pari Passu Indebtedness), such Net Proceeds Offer may be made
ratably to purchase the Securities and such Applicable Pari Passu Indebtedness.

                                       69

<PAGE>

        If at any time any non-cash consideration received by the Company or any
Restricted Subsidiary of the Company, as the case may be, in connection with any
Asset Sale is converted into or sold or otherwise disposed of for cash (other
than interest received with respect to any such non-cash consideration), then
such conversion or disposition shall be deemed to constitute an Asset Sale
hereunder as of the date of such conversion or disposition and the Net Cash
Proceeds thereof shall be applied in accordance with this covenant.

        The Company may defer the Net Proceeds Offer until there is an aggregate
unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million
resulting from one or more Asset Sales (at which time, the entire unutilized Net
Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall
be applied as required pursuant to the preceding paragraph).

        In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.1, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section, and
shall comply with the provisions of clause (iii) of this Section with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market value
of such properties and assets of the Company or its Restricted Subsidiaries
deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this
Section 4.18.

        Notice of each Net Proceeds Offer pursuant to this Section 4.18 shall be
mailed or caused to be mailed, by first class mail, by the Company within 25
days following the applicable Net Proceeds Offer Trigger Date to all Holders at
their last registered addresses, with a copy to the Trustee. A Net Proceeds
Offer shall remain open for a period of 20 Business Days or such longer period
as may be required by law. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant to the
Net Proceeds Offer and shall state the following terms:

                (i)     that Holders may elect to have their Securities
        purchased by the Company either in whole or in part (subject to
        prorationing as hereinafter described in the event the Net Proceeds
        Offer is oversubscribed) in integral multiples of $1,000 of principal
        amount, at the applicable purchase price;

                (ii)    that the Net Proceeds Offer is being made pursuant to
        this Section 4.18 and that all Securities tendered will be accepted for
        payment; provided, however, that if the principal amount of Securities
        tendered in the Net Proceeds Offer exceeds the aggregate amount of the
        Net Proceeds Offer Amount, the Company shall select the Securities to be
        purchased on a pro rata basis (based on amounts tendered);

                (iii)   the purchase price (including the amount of accrued
        interest, if any) and the purchase date (which shall be no earlier than
        30 days nor later than 60 days from the Net Proceeds Offer Trigger Date,
        other than as may be required by applicable law);

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

                                       70

<PAGE>

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

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

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

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

        On or before the Net Proceeds Offer Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the Net
Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender in
immediately available funds sufficient to pay the purchase price, plus accrued
interest, if any, of all Securities to be purchased and (iii) deliver to the
Trustee Securities so accepted together with an Officers' Certificate stating
the Securities or portions thereof being purchased by the Company. The Paying
Agent shall promptly mail to the Holders of Securities so accepted payment in an
amount equal to the purchase price, plus accrued interest, if any, thereon set
forth in the notice of such Net Proceeds Offer. Any Security not so accepted
shall be promptly mailed by the Company to the Holder thereof. For purposes of
this Section 4.18, the Trustee shall act as the Paying Agent.

        Any amounts remaining after the purchase of Securities pursuant to a Net
Proceeds Offer shall be returned by the Trustee to the Company. To the extent
that the aggregate amount of the Securities tendered pursuant to a Net Proceeds
Offer is less than the Net Proceeds Offer Amount, the Company may use such
excess Net Proceeds Offer Amount for general corporate purposes or for any other
purposes not prohibited by this Indenture. Upon completion of any such Net
Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

        The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Net Proceeds Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.18, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.18 by virtue thereof. This covenant and other
provisions contained in this Indenture relating to the Company's obligation to
make a Net Proceeds Offer may be waived or modified with the written consent of
the Holders of a majority in principal amount of the Securities.

                                       71

<PAGE>

4.19    [Intentionally Omitted].

4.20    [Intentionally Omitted].

4.21    FUTURE GUARANTORS.

        (a)     If the Company organizes or acquires any Domestic Restricted
Subsidiary after the Issue Date (each a "New Domestic Restricted Subsidiary")
that, after giving pro forma effect to the acquisition or organization of such
New Domestic Restricted Subsidiary or Subsidiaries (if applicable), together
with each other New Domestic Restricted Subsidiary of the Company, has
consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total
consolidated assets, as of the end of the most recently completed fiscal quarter
for which financial statements are available, or total Consolidated EBITDA, for
the most recent preceding 4 fiscal quarters for which financial statements are
available, of the Company and its Restricted Subsidiaries, the Company shall:
(i) execute and deliver to the Trustee a supplemental indenture in form
reasonably satisfactory to the Trustee pursuant to which each such New Domestic
Restricted Subsidiary shall unconditionally guarantee all of the Company's
obligations under the Securities and this Indenture; (ii) deliver to the Trustee
an Opinion of Counsel that such supplemental indenture has been duly authorized,
executed and delivered by such New Domestic Restricted Subsidiary and
constitutes a legal, valid, binding and enforceable obligation of such New
Domestic Restricted Subsidiary; and (iii) cause each New Domestic Restricted
Subsidiary to promptly execute and deliver to the Trustee a Subsidiary
Guarantee.

        (b)     Following the execution and delivery of a Subsidiary Guarantee
by any New Domestic Restricted Subsidiary of the Company pursuant to clause (a)
of this Section 4.21, the Company and each New Domestic Restricted Subsidiary
subsequently acquired or organized by the Company shall comply with clauses
(i)-(iii) of Section 4.21(a) above.

        (c)     After the execution of a supplemental indenture pursuant to
clause (a) or (b) of this Section 4.21, each such New Domestic Restricted
Subsidiary party thereto shall be a Guarantor for all purposes of this
Indenture.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

5.1     MERGER, CONSOLIDATION AND SALE OF ASSETS.

        (a)     The Company shall not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

                (i)     either (a) the Company shall be the surviving or
        continuing corporation, partnership, trust or limited liability company
        or (b) the Person (if other than the Company) formed by such
        consolidation or into which the Company is merged or the

                                       72

<PAGE>

        Person which acquires by sale, assignment, transfer, lease, conveyance
        or other disposition the properties and assets of the Company and of the
        Company's Restricted Subsidiaries substantially as an entirety (the
        "Surviving Entity"):

                        (x)     shall be a corporation, partnership, trust or
                limited liability company organized and validly existing under
                the laws of the United States or any State thereof or the
                District of Columbia;

                        (y)     shall expressly assume, by supplemental
                indenture (in form and substance reasonably satisfactory to the
                Trustee), executed and delivered to the Trustee, the due and
                punctual payment of the principal of, and premium, if any, and
                interest on all of the Securities and the performance of every
                covenant of the Securities and this Indenture on the part of the
                Company to be performed or observed; and

                        (z)     shall expressly assume, by documentation
                specified by, and executed and delivered to, the Trustee (and
                otherwise acceptable to the Collateral Agent), the due and
                punctual performance of every covenant and obligation under the
                Security Documents on the part of the Company to be performed or
                observed.

                (ii)    immediately after giving effect to such transaction on a
        pro forma basis and the assumption contemplated by clause (a)(i)(y)
        above (including giving effect to any Indebtedness and Acquired
        Indebtedness incurred or anticipated to be incurred in connection with
        or in respect of such transaction), the Company or such Surviving
        Entity, as the case may be, shall be able to incur at least $1.00 of
        additional Indebtedness (other than Permitted Indebtedness) pursuant to
        Section 4.4;

                (iii)   immediately before and immediately after giving effect
        to such transaction on a pro forma basis and the assumption contemplated
        by clause (a)(i)(y) above (including, without limitation, giving effect
        to any Indebtedness and Acquired Indebtedness incurred or anticipated to
        be incurred or repaid and any Lien granted or to be released in
        connection with or in respect of the transaction), no Default or Event
        of Default shall have occurred or be continuing; and

                (iv)    the Company or the Surviving Entity, as the case may be,
        shall have delivered to the Trustee an Officers' Certificate and an
        Opinion of Counsel, each stating that such consolidation, merger, sale,
        assignment, transfer, lease, conveyance or other disposition and, if a
        supplemental indenture is required in connection with such transaction,
        such supplemental indenture comply with the applicable provisions of
        this Indenture and that all conditions precedent in this Indenture
        relating to such transaction have been satisfied.

        Notwithstanding the foregoing, (i) the merger of the Company with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction shall be permitted and (ii) the merger of any Restricted
Subsidiary of the Company into the Company or the transfer, lease, conveyance or
other disposition of all or substantially all of the assets of a Restricted
Subsidiary of the Company to the Company shall be permitted so long as the

                                       73

<PAGE>

Company delivers to the Trustee an Officers' Certificate stating that the
purpose of such merger, transfer, lease, conveyance or other disposition is not
to consummate a transaction that would otherwise be prohibited by clause (iii)
of this Section 5.1(a).

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

        (c)     Each Guarantor (other than any Guarantor whose Subsidiary
Guarantee is to be released in accordance with the terms of such Subsidiary
Guarantee and this Indenture in connection with any transaction complying with
the provisions of Section 4.18) shall not, and the Company shall not cause or
permit any Guarantor to, consolidate with or merge with or into any Person other
than the Company or any other Guarantor unless:

                (i)     the Person formed by or surviving any such consolidation
        or merger (if other than the Guarantor) or to which such sale, lease,
        conveyance or other disposition shall have been made is a corporation,
        partnership or limited liability company organized and validly existing
        under the laws of the United States, any State thereof, the District of
        Columbia thereof or the jurisdiction in which such Guarantor is
        organized;

                (ii)    such Person expressly assumes by supplemental indenture
        all of the obligations of the Guarantor on its Subsidiary Guarantee;

                (iii)   immediately after giving effect to such transaction on a
        pro forma basis, no Default or Event of Default shall have occurred and
        be continuing;

                (iv)    immediately after giving effect to such transaction and
        the use of any net proceeds therefrom on a pro forma basis, the Company
        could satisfy the provisions of clause (ii) of Section 5.1(a); and

                (v)     such entity assumes, by documentation specified by, and
        executed and delivered to, the Trustee (and otherwise acceptable to the
        Collateral Agent), all obligations of the Guarantor, if any, under the
        Security Documents.

        Any merger or consolidation of a Guarantor with and into the Company
(with the Company being the surviving entity) or another Guarantor that is a
Wholly Owned Restricted Subsidiary of the Company need only comply with clause
(iv) of Section 5.1(a).

5.2     SUCCESSOR CORPORATION SUBSTITUTED.

        Upon any consolidation, combination or merger or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.1 in
which the Company or any Guarantor, as applicable, is not the continuing
corporation, the successor Person formed by such consolidation or into which the
Company or such Guarantor is merged or to which such conveyance, lease or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor under this Indenture and
the Securities

                                       74

<PAGE>

or any Subsidiary Guarantee, as applicable, with the same effect as if such
Surviving Entity had been named as such.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

6.1     EVENTS OF DEFAULT.

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

                (i)     the failure to pay interest on any Securities when the
        same becomes due and payable and the default continues for a period of
        30 days;

                (ii)    the failure to pay the principal on any Securities, when
        such principal becomes due and payable, at maturity, upon redemption or
        otherwise (including the failure to make a payment to purchase
        Securities tendered pursuant to a Change of Control Offer or a Net
        Proceeds Offer);

                (iii)   a default by the Company or any Restricted Subsidiary of
        the Company in the observance or performance of any other covenant or
        agreement contained in this Indenture, which default continues for a
        period of 30 days after the Company receives written notice specifying
        the default (and demanding that such default be remedied) from the
        Trustee or from the Holders of at least 25% of the outstanding principal
        amount of the Securities;

                (iv)    the failure to pay at final stated maturity (giving
        effect to any applicable grace periods and any extensions thereof) the
        principal amount of any Indebtedness of the Company or any Significant
        Subsidiary of the Company, or the acceleration of the final stated
        maturity of any such Indebtedness by the holders thereof if the
        aggregate principal amount of such Indebtedness, together with the
        principal amount of any other such Indebtedness in default for failure
        to pay principal at final stated maturity or which has been accelerated,
        exceeds $10.0 million or more at any time;

                (v)     one or more judgments in an aggregate amount in excess
        of $10.0 million (exclusive of amounts covered by insurance other than
        self-insurance) shall have been rendered against the Company or any of
        its Significant Subsidiaries and such judgments remain undischarged,
        unpaid or unstayed for a period of 60 days after such judgment or
        judgments become final and non-appealable;

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

                                       75

<PAGE>

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

                (viii)  any Subsidiary Guarantee of a Significant Subsidiary
        ceases to be in full force and effect or any Subsidiary Guarantee made
        by a Significant Subsidiary is declared to be null and void and
        unenforceable or any Subsidiary Guarantee made by a Significant
        Subsidiary is found to be invalid or any such Guarantor denies its
        liability under its Subsidiary Guarantee (other than by reason of
        release of a Guarantor in accordance with the terms of this Indenture);
        or

                (ix)    unless all of the Collateral has been released from the
        Second Priority Liens in accordance with the provisions of the Security
        Documents, default by the Company or any Significant Subsidiary in the
        performance of the Security Documents which adversely affects the
        enforceability, validity, perfection or priority of the Second Priority
        Liens on a material portion of the Collateral granted to the Collateral
        Agent for the benefit of the Trustee and the Holders, the repudiation or
        disaffirmation by the Company or any Significant Subsidiary of its
        material obligations under the Security Documents or the determination
        in a judicial proceeding that the Security Documents are unenforceable
        or invalid against the Company or any Significant Subsidiary party
        thereto for any reason with respect to a material portion of the
        Collateral (which default, repudiation, disaffirmation or determination
        is not rescinded, stayed, or waived by the Persons having such authority
        pursuant to the Security Documents or otherwise cured within 60 days
        after the Company receives written notice thereof specifying such
        occurrence from the Trustee or the Holders of at least 25% of the
        outstanding principal amount of the Securities and demanding that such
        default be remedied).

If, pursuant to clause (iii) or (ix) above, the Holders of at least 25% of the
then outstanding principal amount of Securities notify the Company as specified
in such clause, such Holders shall similarly notify the Trustee. Any notice
given pursuant to clause (iii) or (ix) above or the immediately preceding
sentence shall be given by registered or certified mail, return receipt
requested.

6.2     ACCELERATION.

        If an Event of Default (other than an Event of Default specified in
clause (vi) or (vii) of Section 6.1 above with respect to the Company) shall
occur and be continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Securities may declare the principal of, premium, if any,
and accrued interest on all the Securities to be due and payable by notice in
writing to the Issuers (and the Trustee if given by the Holders) specifying the
respective Event of Default and that it is a "notice of acceleration," and the
same shall become immediately due and payable. If an Event of Default specified
in clause (vi) or (vii) of Section 6.1 above with respect

                                       76

<PAGE>

to the Company occurs and is continuing, then all unpaid principal of, and
premium, if any, and accrued and unpaid interest on all of the outstanding
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

        At any time after a declaration of acceleration with respect to the
Securities as described in the preceding paragraph, the Holders of a majority in
principal amount of the Securities may rescind and cancel such declaration and
its consequences (i) if the rescission would not conflict with any judgment or
decree, (ii) if all existing Events of Default have been cured or waived except
nonpayment of principal, premium, if any, or interest that has become due solely
because of the acceleration, (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal and
premium if any, which has become due otherwise than by such declaration of
acceleration, has been paid, (iv) if the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances, and any other amounts due to the Trustee under
Section 7.7 and (v) in the event of the cure or waiver of an Event of Default of
the type described in clause (vi) or (vii) of Section 6.1, the Trustee shall
have received an Officers' Certificate and an Opinion of Counsel that such Event
of Default has been cured or waived. No such rescission shall affect any
subsequent Default or Event of Default or impair any right consequent thereto.

6.3     OTHER REMEDIES.

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

        The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

6.4     WAIVER OF PAST DEFAULTS.

        Subject to Sections 2.9, 6.2, 6.7 and 9.2, the Holders of not less than
a majority in principal amount of the outstanding Securities by notice to the
Trustee may waive an existing Default or Event of Default and its consequences,
except a Default or Event of Default in the payment of principal of, premium, if
any, or interest on any Security as specified in clauses (i) and (ii) of Section
6.1. The Company shall deliver to the Trustee an Officers' Certificate stating
that the requisite percentage of Holders have consented to such waiver and
attaching copies of such consents. When a Default or Event of Default is waived,
it is cured and ceases.

6.5     CONTROL BY MAJORITY.

        The Holders of not less than a majority in principal amount of the
outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to

                                       77

<PAGE>

the Trustee or exercising any trust or power conferred on it. Subject to Section
7.1, however, the Trustee may refuse to follow any direction that conflicts with
any law or this Indenture, that the Trustee determines may be unduly prejudicial
to the rights of another Securityholder, or that may involve the Trustee in
personal liability.

6.6     LIMITATION ON SUITS.

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

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

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

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

                (iv)    the Trustee does not comply with the request within 45
        days after receipt of the request and the offer and, if requested, the
        provision of indemnity; and

                (v)     during such 45-day period the Holder or Holders of a
        majority in principal amount of the outstanding Securities do not give
        the Trustee a direction which, in the opinion of the Trustee, is
        inconsistent with the request.

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

6.7     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

6.8     COLLECTION SUIT BY TRUSTEE.

        If an Event of Default in payment of principal, premium, if any, or
interest specified in clause (i) or (ii) of Section 6.1 occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Issuers or any other obligor on the Securities for
the whole amount of principal, premium, if any, and accrued interest and fees
remaining unpaid, together with interest on overdue principal and premium, if
any, and, to the extent that payment of such interest is lawful, interest on
overdue installments of interest, in each case at the rate per annum borne by
the Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due to the Trustee under Section 7.7.

                                       78

<PAGE>

6.9     TRUSTEE MAY FILE PROOFS OF CLAIM.

        The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
to the Trustee under Section 7.7) and the Securityholders allowed in any
judicial proceedings relating to the Issuers, their creditors or their property
and shall be entitled and empowered to participate as a member, voting or
otherwise, of any official committee appointed for such matter, to collect and
receive any monies or other securities or property payable or deliverable upon
the conversion or exchange of the Securities or upon any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Securityholder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee under
Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

6.10    PRIORITIES.

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

                First:  to the Trustee for amounts due under Section 7.7;

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

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

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

        The Trustee, upon prior notice to the Issuers, may fix a record date and
payment date for any payment to Securityholders pursuant to this Section 6.10.

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,

                                       79

<PAGE>

against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7, or a suit by a Holder or Holders of more than 10% in principal amount of
the outstanding Securities.

6.12    RESTORATION OF RIGHTS AND REMEDIES.

        If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then, and in every such case, subject to any
determination in such proceeding, the Issuers, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Issuers, Trustee and the Holders shall
continue as though no such proceeding had been instituted.

6.13    RIGHTS AND REMEDIES CUMULATIVE.

        Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or wrongfully taken Securities in Section 2.7, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                   ARTICLE VII

                                     TRUSTEE

7.1     DUTIES OF TRUSTEE.

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

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

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

                (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 (including
        Officers' Certificates) or opinions (including Opinions of Counsel)
        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

                                       80

<PAGE>

        not they conform to the requirements of this Indenture, but need not
        verify the contents thereof.

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

                (i)     This paragraph does not limit the effect of paragraph
        (b) of this Section 7.1.

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

                (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 6.5.

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

        (e)     Every provision of this Indenture that in any way relates to the
Trustee is subject to this Section 7.1.

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

        (g)     In the absence of bad faith, negligence or willful misconduct on
the part of the Trustee, the Trustee shall not be responsible for the
application of any money by any Paying Agent other than the Trustee.

        (h)     If the Trustee shall receive conflicting or inconsistent
requests from two or more groups of Holders, each representing less than a
majority of the aggregate principal amount of Securities then outstanding, the
Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provision of this Indenture.

7.2     RIGHTS OF TRUSTEE.

        Subject to Section 7.1:

                (a)     The Trustee may 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.

                                       81

<PAGE>

                (b)     Before the Trustee acts or refrains from acting, it may
        require an Officers' Certificate and an Opinion of Counsel, which shall
        conform to the provisions of Section 13.5. The Trustee shall not be
        liable for any action it takes or omits to take in good faith in
        reliance on such certificate or opinion.

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

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

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

                (f)     The Trustee shall be under no obligation to exercise any
        of the rights or powers vested in it by this Indenture at the request,
        order or direction of any of the Holders pursuant to the provisions of
        this Indenture, unless such Holders shall have offered to the Trustee
        reasonable security or indemnity against the costs, expenses and
        liabilities which may be incurred therein or thereby.

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

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

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

                (j)     The Trustee shall not be charged with knowledge of any
        Default or Event of Default, of the identity of any Restricted
        Subsidiary or the existence of any Change of Control or Asset Sale
        unless either (i) a Responsible Officer shall have Actual Knowledge
        thereof or (ii) the Trustee shall have received written notice thereof
        from either of the Issuers or any Holder.

                (k)     Delivery of reports, information and documents to the
        Trustee under Section 4.10 is for informational purposes only and the
        Trustee's receipt of the foregoing shall not constitute constructive
        notice of any information contained therein or

                                       82

<PAGE>

        determinable from information contained therein, including the Issuers'
        compliance with any of the covenants hereunder.

                (l)     The Trustee shall not be responsible for the computation
        of any interest payments or redemption amounts payable with respect to
        the Securities.

                (m)     The Trustee shall not be responsible for the filing of
        original or continuation financing statements or the recordation,
        amendment, or other filing of any security interests, liens, financing
        statements, or other similar documents, nor of the contents thereof.

                (n)     In no event shall the Trustee be liable for any failure
        or delay in the performance of its obligations hereunder because of
        circumstances beyond the Trustee's control, including, but not limited
        to, acts of God, flood, war (whether declared or undeclared), terrorism,
        fire, riot, embargo, government action, including any laws, ordinances,
        regulations, governmental action or the like which delay, restrict or
        prohibit the providing of the services contemplated by this Indenture.

7.3     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 Issuers, their
Subsidiaries (including any Guarantors) or their respective Affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

7.4     TRUSTEE'S DISCLAIMER.

        The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, any Subsidiary Guarantee or the
Securities, it shall not be accountable for the Issuers' use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Issuers in this Indenture or any document issued in connection with the sale of
Securities or any statement in the Securities other than the Trustee's
certificate of authentication. The Trustee makes no representations with respect
to the effectiveness or adequacy of this Indenture.

7.5     NOTICE OF DEFAULT.

        If a Default or an Event of Default occurs and is continuing and the
Trustee has Actual Knowledge thereof based on receipt of actual notice of such
Default or Event of Default, the Trustee shall mail to each Securityholder
notice of the uncured Default or Event of Default within 90 days after such
Default or Event of Default occurs. Except in the case of a Default or an Event
of Default in payment of principal of, premium, if any, or interest on, any
Security, including an accelerated payment and the failure to make payment on
the Change of Control Payment Date pursuant to a Change of Control Offer or the
Net Proceeds Offer Payment Date pursuant to a Net Proceeds Offer, the Trustee
may withhold the notice if and so long as the Board of Directors, the executive
committee, or a trust committee of directors and/or

                                       83

<PAGE>

Responsible Officers, of the Trustee in good faith determines that withholding
the notice is in the interest of the Securityholders.

7.6     REPORTS BY TRUSTEE TO HOLDERS.

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

        A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Issuers and filed with the Commission and each securities
exchange, if any, on which the Securities are listed.

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

7.7     COMPENSATION AND INDEMNITY.

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

        The Issuers shall indemnify the Trustee and its agents, employees,
officers, stockholders and directors for, and hold them harmless against, any
loss, liability or expense (including reasonable attorneys' fees and expenses)
incurred by them except for such actions to the extent caused by any negligence,
bad faith or willful misconduct on their part, arising out of or in connection
with the acceptance or administration of this trust including the cost and
expense of enforcing this Indenture and the Securities against the Issuers or
the Holders (including this Section 7.7) including the reasonable costs and
expenses of defending themselves against or investigating any claim or liability
in connection with the exercise or performance of any of the Trustee's rights,
powers or duties hereunder. The Trustee shall notify the Issuers promptly of any
claim asserted against the Trustee or any of its agents, employees, officers,
stockholders and directors for which it may seek indemnity, provided that any
failure to so notify the Issuers shall not relieve the Issuers of their
indemnity obligations hereunder. The Issuers may, subject to the approval of the
Trustee, defend the claim and the Trustee shall cooperate in the defense. The
Trustee and its agents, employees, officers, stockholders and directors subject
to the claim may have separate counsel and the Issuers shall pay the reasonable
fees and expenses of such counsel; provided, however, that the Issuers will not
be required to pay such fees and expenses if, subject to the approval of the
Trustee, it assumes the Trustee's defense and there is no conflict of interest
between the Issuers and the Trustee and its agents, employees, officers,
stockholders and

                                       84

<PAGE>

directors subject to the claim in connection with such defense as reasonably
determined by the Trustee. The Issuers need not pay for any settlement made
without its written consent, which consent will not be unreasonably withheld,
delayed or conditioned. The Issuers need not reimburse any expense or indemnify
against any loss or liability to the extent incurred by the Trustee through its
negligence, bad faith or willful misconduct.

        To secure the Issuers' payment obligations in this Section 7.7, the
Trustee shall have a senior claim prior to the Securities against all money or
property held or collected by the Trustee, in its capacity as Trustee.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (vi) or (vii) of Section 6.1 occurs, such expenses
and the compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law and shall be paid to the extent allowed
under any Bankruptcy Law.

        Notwithstanding any other provision in this Indenture, the foregoing
provisions of this Section 7.7 shall survive the satisfaction and discharge of
this Indenture or the appointment of a successor Trustee.

7.8     REPLACEMENT OF TRUSTEE.

        The Trustee may resign at any time by so notifying the Issuers in
writing. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Issuers and the Trustee
and may appoint a successor Trustee. The Issuers may 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 becomes incapable of acting.

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuers shall notify each Holder of such
event and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the Securities may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuers.

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.7, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 7.7, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Securityholder.

                                       85

<PAGE>

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

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

        Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
the Issuers' obligations under Section 7.7 shall continue for the benefit of the
retiring Trustee.

7.9     SUCCESSOR TRUSTEE BY MERGER, ETC.

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

7.10    ELIGIBILITY; DISQUALIFICATION.

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

7.11    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUERS.

        The Trustee, in its capacity as Trustee hereunder, 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 VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

8.1     TERMINATION OF THE ISSUERS' OBLIGATIONS.

        The Issuers may terminate their obligations under the Securities and
this Indenture, except those obligations referred to in the penultimate
paragraph of this Section 8.1, if all Securities previously authenticated and
delivered (other than destroyed, lost or stolen Securities

                                       86

<PAGE>

which have been replaced or paid or Securities for whose payment U.S. Legal
Tender in immediately available funds has theretofore been deposited with the
Trustee or the Paying Agent in trust or segregated and held in trust by the
Issuers and thereafter repaid to the Issuers, as provided in Section 8.5) have
been delivered to the Trustee for cancellation and the Issuers have paid all
sums payable by them hereunder, or if:

                (i)     either (i) pursuant to Article III, the Issuers shall
        have given notice to the Trustee and mailed a notice of redemption to
        each Holder of the redemption of all of the Securities in accordance
        with the provisions hereof or (ii) all Securities have otherwise become
        due and payable hereunder;

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

                (iii)   no Default or Event of Default with respect to this
        Indenture or the Securities shall have occurred and be continuing on the
        date of such deposit or shall occur as a result of such deposit (other
        than a Default or Event of Default resulting from the incurrence of
        Indebtedness all or a portion of the proceeds of which will be used to
        defease the Securities pursuant to this Article VIII concurrently with
        such incurrence) and such deposit will not result in a breach or
        violation of, or constitute a default under, any other instrument or
        agreement (including, without limitation, the Credit Agreement) to which
        either of the Issuers is a party or by which either is bound;

                (iv)    the Issuers shall have paid all other sums payable by it
        hereunder; and

                (v)     the Issuers shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that all
        conditions precedent providing for or relating to the termination of the
        Issuers' obligations under the Securities and this Indenture have been
        complied with. Such Opinion of Counsel shall also state that such
        satisfaction and discharge does not result in a default under the Credit
        Agreement or any other material agreement or instrument then known to
        such counsel that binds or affects either of the Issuers.

        Subject to the next sentence and notwithstanding the foregoing
paragraph, the Issuers' obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2,
7.7, 8.5 and 8.6 shall survive until the Securities are no longer outstanding
pursuant to the last paragraph of Section 2.8. After the Securities are no
longer outstanding, the Issuers' obligations in Sections 7.7, 8.5 and 8.6 shall
survive.

                                       87

<PAGE>

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

8.2     LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

        (a)     The Issuers may, at their option by Board Resolutions of the
Boards of Directors of the Issuers, at any time, elect to have either paragraph
(b) or (c) below applied to all outstanding Securities upon compliance with the
conditions set forth in Section 8.3.

        (b)     Upon the Issuers' exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Issuers and any Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 8.3, be
deemed to have been discharged from their respective obligations with respect to
all outstanding Securities and the corresponding Subsidiary Guarantees, if any,
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Securities, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.4 and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on demand
of and at the expense of the Issuers, shall execute proper instruments
acknowledging the same), and Holders of the Securities and any amounts deposited
under Section 8.3 shall cease to be subject to any obligations to, or the rights
of, any holder of First Priority Lien Obligations under Article X or otherwise,
except for the following provisions, which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Securities to receive solely from the trust fund described in Section 8.4, and
as more fully set forth in such Section, payments in respect of the principal
of, premium, if any, and interest on such Securities when such payments are due,
(ii) the Company's obligations with respect to such Securities under Article II
and Section 4.2, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (iv)
this Article VIII. Subject to compliance with this Article VIII, the Issuers may
exercise their option under this paragraph (b) notwithstanding the prior
exercise of its option under paragraph (c) hereof.

        (c)     Upon the Issuers' exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), the Issuers and each Guarantor, if any,
shall, subject to the satisfaction of the conditions set forth in Section 8.3,
be released from their obligations, if any, under the covenants contained in
Sections 4.3 and 4.4 and Sections 4.12 through 4.19 and Section 4.21 and Article
V with respect to the outstanding Securities and the corresponding Subsidiary
Guarantee, if any, on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Securities shall not be deemed outstanding for accounting purposes) and Holders
of the Securities and any amounts deposited under Section 8.3 shall cease to be
subject to any obligations to, or the rights of, any holder of First Priority
Lien Obligations under Article X or otherwise. For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Securities, the Company
may omit to

                                       88

<PAGE>

comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.1(iii), but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby. In addition,
upon the Issuers' exercise under paragraph (a) hereof of the option applicable
to this paragraph (c), subject to the satisfaction of the conditions set forth
in Section 8.3 hereof, Sections 6.1(iii), 6.1(iv), 6.1(v) and 6.1(ix) shall not
constitute Events of Default.

8.3     CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

        The following shall be the conditions to the application of either
Section 8.2(b) or 8.2(c) to the outstanding Securities:

        In order to exercise either Legal Defeasance or Covenant Defeasance:

                (i)     the Issuers must irrevocably deposit with the Trustee,
        in trust, for the benefit of the Trustee and the Holders, U.S. Legal
        Tender in immediately available funds or non-callable U.S. Government
        Obligations which through the scheduled payment of principal, premium,
        if any, and interest in respect thereof in accordance with their terms,
        will provide, not later than one day before the due date of any payment
        on the Securities, U.S. Legal Tender, or a combination thereof, in such
        amounts as will be sufficient, in the opinion of a nationally recognized
        firm of independent public accountants, to pay the principal of,
        premium, if any, and interest on the Securities on the stated date for
        payment thereof or on the applicable redemption date, as the case may
        be;

                (ii)    in the case of an election under Section 8.2(b), the
        Issuers shall have delivered to the Trustee an Opinion of Counsel in the
        United States reasonably acceptable to the Trustee confirming that (A)
        the Issuers have received from, or there has been published by, the
        Internal Revenue Service a ruling or (B) since the date of the execution
        of this Indenture, there has been a change in the applicable federal
        income tax law, in either case to the effect that, and based thereon
        such Opinion of Counsel shall confirm that, the Holders will not
        recognize income, gain or loss for federal income tax purposes as a
        result of such Legal Defeasance and will be subject to federal income
        tax on the same amounts, in the same manner and at the same times as
        would have been the case if such Legal Defeasance had not occurred;

                (iii)   in the case of an election under Section 8.2(c), the
        Issuers shall have delivered to the Trustee an Opinion of Counsel in the
        United States reasonably acceptable to the Trustee confirming that the
        Holders of the Securities will not recognize income, gain or loss for
        federal income tax purposes as a result of such Covenant Defeasance and
        will be subject to federal income tax on the same amounts, in the same
        manner and at the same times as would have been the case if such
        Covenant Defeasance had not occurred;

                (iv)    no Default or Event of Default shall have occurred and
        be continuing on the date of such deposit (other than a Default or Event
        of Default resulting from the

                                       89

<PAGE>

        incurrence of Indebtedness all or a portion of the proceeds of which
        will be used to defease the Securities pursuant to this Article VIII
        concurrently with such incurrence) or insofar as Sections 6.1(vi) and
        6.1(vii) hereof are concerned, at any time in the period ending on the
        91st day after the date of such deposit;

                (v)     such Legal Defeasance or Covenant Defeasance shall not
        result in a breach or violation of, or constitute a default under this
        Indenture (other than a Default or Event of Default resulting from the
        incurrence of Indebtedness all or a portion of the proceeds of which
        will be used to defease the Securities pursuant to this Article VIII
        concurrently with such incurrence), the Credit Agreement or any other
        material agreement or instrument to which the Company or any of its
        Subsidiaries is a party or by which the Company or any of its
        Subsidiaries is bound;

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

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

                (viii)  the Company shall have delivered to the Trustee an
        Opinion of Counsel to the effect that, assuming no intervening
        bankruptcy or insolvency of the Company between the date of deposit and
        the 91st day following the deposit and that no Holder is an insider of
        the Company, after the 91st day following the deposit, the trust funds
        will not be subject to the effect of Section 547 of the United States
        Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law.

        Notwithstanding the foregoing, the Opinion of Counsel required by clause
(ii) above of this Section 8.3 need not be delivered if all Securities not
theretofore delivered to the Trustee for cancellation (i) have become due and
payable, (ii) will become due and payable on the Maturity Date within one year
or (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

8.4     APPLICATION OF TRUST MONEY.

        The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or
U.S. Government Obligations deposited with it pursuant to this Article VIII, and
shall apply the deposited U.S. Legal Tender and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of principal of,
premium, if any, and interest on the Securities.

        The Issuers shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.3 hereof or the
principal, premium, if any, and interest received in respect

                                       90

<PAGE>

thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Securities.

        Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuers from time to time upon the Issuers'
request any U.S. Legal Tender or U.S. Government Obligations held by it as
provided in Section 8.3 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

8.5     REPAYMENT TO THE ISSUERS.

        The Trustee and the Paying Agent shall pay to the Issuers upon request
any money held by them for the payment of principal, premium, if any, or
interest that remains unclaimed for two years; provided that the Trustee or such
Paying Agent, before being required to make any payment, may at the expense of
the Issuers cause to be published once in a newspaper of general circulation in
The City of New York or mail to each Holder entitled to such money notice that
such money remains unclaimed and that after a date specified therein which shall
be at least 30 days from the date of such publication or mailing any unclaimed
balance of such money then remaining will be repaid to the Issuers. After
payment to the Issuers, Holders entitled to such money must look to the Issuers
for payment as general creditors unless an applicable law designates another
Person.

8.6     REINSTATEMENT.

        If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender
or U.S. Government Obligations in accordance with this Article VIII 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 Issuers' obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article VIII until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with this Article VIII; provided that if the Issuers have made any payment of
interest on, premium, if any, or principal of any Securities because of the
reinstatement of its obligations, the Issuers shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the U.S. Legal
Tender or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

9.1     WITHOUT CONSENT OF HOLDERS.

        Subject to Section 9.3, the Issuers, any Guarantors and the Trustee,
together, may amend or supplement this Indenture, the Securities, any Subsidiary
Guarantee and the Security Documents without notice to or consent of any
Securityholder:

                                       91

<PAGE>

                (i)     to cure any ambiguity, defect or inconsistency, so long
        as such change does not, in the good faith determination of the Board of
        Directors of the Company, adversely affect the rights of any of the
        Holders in any material respect. In formulating its determination on
        such matters, the Board of Directors of the Company will be entitled to
        rely on such evidence as it deems appropriate;

                (ii)    to evidence the succession in accordance with Article V
        of another Person to the Company or any Guarantor and the assumption by
        any such successor of the covenants of the Company herein and in the
        Securities and the Security Documents;

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

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

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

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

                (vii)   to add assets as Collateral or release Collateral from
        the Lien of this Indenture and the Security Documents when permitted or
        required by the Security Documents or this Indenture; or

                (viii)  to provide for issuance of the Exchange Notes, which
        will have terms substantially identical in all material respects to the
        Initial Notes (except that the transfer restrictions contained in the
        Initial Notes will be modified or eliminated, as appropriate), and which
        will be treated together with any outstanding Initial Notes, as a single
        issue of securities, provided that for purposes of this clause (viii),
        the terms Initial Notes and Exchange Notes, shall include any other
        Securities issued in accordance with clause (iii) of the fourth
        paragraph of Section 2.2 or Securities issued in exchange therefor which
        are identical in all material respects to such Securities (except that
        the transfer restrictions on the Securities issued in exchange for
        Securities issued in accordance with clause (iii) of the fourth
        paragraph of Section 2.2 shall be modified or eliminated, as
        appropriate);

provided that the Company has delivered to the Trustee an Opinion of Counsel and
an Officers' Certificate, each stating that such amendment or supplement
complies with the provisions of this Section 9.1.

9.2     WITH CONSENT OF HOLDERS.

        Subject to Sections 6.7 and 9.3, the Issuers, the Guarantors, if any,
and the Trustee, together, with the written consent of the Holder or Holders of
at least a majority in aggregate principal amount of the outstanding Securities
or any Subsidiary Guarantee, may amend or supplement this Indenture, the
Securities or the Subsidiary Guarantees without notice to any other
Securityholders. Subject to Sections 6.7 and 9.3, the Holder or Holders of a
majority in aggregate principal amount of the outstanding Securities may waive
compliance by the Issuers

                                       92

<PAGE>

with any provision of this Indenture, the Securities or any Subsidiary Guarantee
without notice to any other Securityholder. Without the consent of each
Securityholder affected, however, no amendment, supplement or waiver, including
a waiver pursuant to (and to the extent provided in) Section 6.4, may:

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

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

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

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

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

                (vi)    make any changes in Section 6.4, 6.7 or this Section
        9.2; or

                (vii)   release any Guarantor that is a Significant Subsidiary
        from any of its obligations under its Subsidiary Guarantee or this
        Indenture other than in accordance with the terms of this Indenture.

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

        After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Issuers shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Issuers to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

9.3     [Intentionally Omitted].

9.4     COMPLIANCE WITH TIA.

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

                                       93

<PAGE>

9.5     REVOCATION AND EFFECT OF CONSENTS.

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

        The Issuers may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the last
sentence of the immediately preceding paragraph, those Persons who were Holders
at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to revoke any consent previously given, whether or not such
Persons continue to be Holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.

        After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(i) through (vii) of Section 9.2, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of, premium, if any, and interest on a Security, on or after the
respective due dates expressed in such Security, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder.

9.6     NOTATION ON OR EXCHANGE OF SECURITIES.

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

9.7     TRUSTEE TO SIGN AMENDMENTS, ETC.

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

                                       94

<PAGE>

11.4 and 11.5 and stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article IX is authorized or permitted by this
Indenture and constitutes the legal, valid and binding obligations of the
Issuers enforceable in accordance with its terms. Such Opinion of Counsel shall
be at the expense of the Issuers.

                                    ARTICLE X

                        COLLATERAL AND SECURITY DOCUMENTS

10.1    COLLATERAL AND SECURITY DOCUMENTS.

        (a)     In order to secure the due and punctual payment of the
Securities, the Issuers have entered into the Security Agreement and the other
Security Documents to create the Second Priority Liens on the Collateral in
accordance with the terms thereof. Pursuant to the provisions of the Security
Agreement, the other Security Documents and this Indenture, the rights and
remedies of the Trustee and the Holders of the Securities in the Collateral
shall be subordinate and subject to the rights and remedies of the holders of
the First Priority Liens in accordance with the terms of the Security Agreement
and the other Security Documents. In the event of a conflict between the terms
of this Indenture and the Security Documents, the Security Documents shall
control.

        (b)     Each Holder of a Security, by accepting such Security, agrees to
all of the terms and provisions of the Security Agreement and the other Security
Documents.

        (c)     The Issuers shall not, and shall not cause or permit any of
their Domestic Subsidiaries to, intentionally grant a Lien on any of its
Collateral to the Collateral Agent under the Security Documents for the benefit
of the lenders under the Credit Agreement unless a Second Priority Lien is
created in favor of the Collateral Agent for the benefit of the Trustee (on
behalf of the Trustee and the Holders of the Securities) with respect to such
property or assets.

10.2    APPLICATION OF PROCEEDS OF COLLATERAL.

        Upon any realization upon the Collateral, the proceeds thereof shall be
applied in accordance with the terms of the Security Agreement and the terms
hereof.

10.3    POSSESSION, USE AND RELEASE OF COLLATERAL.

        (a)     Unless an Event of Default shall have occurred and be
continuing, subject to the terms of the Security Documents, the Issuers and the
Guarantors will have the right to remain in possession and retain exclusive
control of the Collateral securing the Securities and any Subsidiary Guarantees
(other than any cash, securities, obligations and Cash Equivalents constituting
part of the Collateral and deposited with the Collateral Agent in accordance
with the provisions of the Security Documents and other than as set forth in the
Security Documents), to freely operate the Collateral and to collect, invest and
dispose of any income thereon.

        (b)     Each Holder of a Security, by accepting such Security,
acknowledges that (i) the Security Documents shall provide that so long as any
First Priority Lien Obligations (or any commitments or letters of credit in
respect thereof) are outstanding, the holders thereof shall

                                       95

<PAGE>

have the exclusive right and authority to determine the release, sale, or other
disposition with respect to the Collateral and to change, waive or vary the
Security Documents, subject in the case of changes, waivers, or variances, to
the conditions specified in the Security Documents and (ii) the holders of the
First Priority Lien Obligations may (x) direct the Collateral Agent to take
actions with respect to the Collateral (including the release of the Collateral
and the manner of realization) without the consent of the Holders or the Trustee
and (y) agree to modify the Security Documents, without the consent of the
Holders or the Trustee, to secure additional Indebtedness and additional secured
creditors so long as such modifications do not expressly violate the provisions
of the Credit Agreement or this Indenture. Subject to the terms of the Security
Documents, if at any time or from time to time Collateral which also secures the
First Priority Lien Obligations is released or otherwise disposed of pursuant to
the terms of the relevant governing documents, as applicable, such Collateral
securing the Securities and any Subsidiary Guarantees shall be automatically
released or disposed of; provided, however, that if an Event of Default under
this Indenture exists as of the date on which the First Priority Lien
Obligations are repaid in full, the Collateral securing the Securities and the
Guarantees shall not be released until such Event of Default and all other
Events of Default shall have been cured or otherwise waived except to the extent
such Collateral was disposed of in order to repay the First Priority Lien
Obligations.

        (c)     At such time as (i) the First Priority Lien Obligations have
been paid in full in cash in accordance with the terms thereof, and all
commitments and letters of credit thereunder have been terminated, or (ii) the
holders of First Priority Lien Obligations have released their First Priority
Liens on all or any portion of the Collateral, the Second Priority Liens on the
Collateral shall also be automatically released to the same extent; provided,
however, that (x) in the case of clause (i) of this sentence, if an Event of
Default under this Indenture exists as of the date on which the First Priority
Lien Obligations are repaid in full or terminated as described in clause (i),
the Second Priority Liens on the Collateral shall not be released except to the
extent the Collateral or any portion thereof was disposed of in order to repay
First Priority Lien Obligations secured by the Collateral, and thereafter, the
Trustee (acting at the direction of the Holders of a majority of outstanding
principal amount of Securities) shall have the right to direct the Collateral
Agent to foreclose upon the Collateral (but in such event, the Second Priority
Liens shall be released when such Event of Default and all other Events of
Default under this Indenture cease to exist), or (y) in the case of clause (ii)
of this sentence, if the First Priority Lien Obligations (or any portion
thereof) are thereafter secured by assets that would constitute Collateral, the
Securities and any Subsidiary Guarantees shall then be secured by a Second
Priority Lien on such Collateral, to the same extent provided pursuant to the
Security Documents as then in effect immediately prior to the release of the
Liens on the Collateral. If the Company subsequently enters into a new Credit
Agreement or other First Priority Lien Obligations which are secured by assets
of the Issuers and/or their Domestic Subsidiaries of the type constituting
Collateral, then the Securities shall be secured at such time by a Second
Priority Lien on the collateral securing such First Priority Lien Obligations
(to the extent such assets are of the type which constitute Collateral) to the
same extent (in all material respects) and with the same (in all material
respects) priorities, consent rights and provisions regarding release of
Collateral and other provisions set forth in the Security Documents as then in
effect immediately prior to the release of the Liens on the Collateral.

                                       96

<PAGE>

        (d)     Notwithstanding the provisions set forth in this Section 10.3,
the Company and its Subsidiaries may, without any release or consent by the
Collateral Agent or the Trustee, perform a number of activities in the ordinary
course in respect of the Collateral to the extent permitted pursuant to the
Security Documents and this Indenture.

10.4    OPINION OF COUNSEL.

        So long as the Security Documents have not been terminated in accordance
with the terms thereof, the Company shall deliver to the Trustee, so long as
such delivery is required by Section 314(b) of the TIA, on the Issue Date and
thereafter, at least annually, within 30 days of April 1 of each year
(commencing with April 1, 2004), an Opinion of Counsel either stating that in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, recording and refiling of the Indenture or any Security
Document as is necessary to maintain the Security Interests, and reciting the
details of such action, or stating that in the opinion of such counsel, no such
action is necessary to maintain such Security Interests.

10.5    FURTHER ASSURANCES.

        Each Issuer and each Domestic Subsidiary shall, at its own expense,
make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent
from time to time such lists, descriptions and designations of its Collateral,
warehouse receipts, receipts in the nature of warehouse receipts, bills of
lading, documents of title, vouchers, invoices, schedules, confirmatory
assignments, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments and take
such further steps relating to the Collateral and other property or rights
covered by the Security Interests, which the Collateral Agent under the Security
Documents deems reasonably appropriate or advisable to perfect, preserve or
protect its Security Interest in the Collateral.

10.6    TRUST INDENTURE ACT REQUIREMENTS.

        The release of any Collateral from the Second Priority Lien of any of
the Security Documents or the release of, in whole or in part, the Second
Priority Liens created by any of the Security Documents, will not be deemed to
impair the Security Interests in contravention of the provisions hereof if and
to the extent the Collateral or Second Priority Liens are released pursuant to
the applicable Security Documents and pursuant to the terms hereof. Each of the
Holders of the Securities acknowledge that a release of Collateral or Liens
strictly in accordance with the terms of the Security Documents and the terms
hereof will not be deemed for any purpose to be an impairment of the Security
Documents or otherwise contrary to the terms of this Indenture. So long as any
First Priority Lien Obligations are outstanding, the Company and the Guarantors
shall comply with TIA Section 314(d) relating to the release of property or
securities from the Second Priority Liens hereof but only to the extent required
by the TIA.

10.7    SUITS TO PROTECT THE COLLATERAL.

        Subject to the provisions of the Security Documents, the Trustee shall
have the authority to direct the Collateral Agent to institute and to maintain
such suits and proceedings as the Trustee may deem expedient to prevent any
impairment of the Collateral by any acts which may be unlawful or in violation
of any of the Security Documents or this Indenture, and such suits

                                       97

<PAGE>

and proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders of the Securities in the Collateral
(including suits or proceedings to restrain the enforcement of or compliance
with any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the Security Interests or be
prejudicial to the interests of the Holders of the Securities).

10.8    PURCHASER PROTECTED.

        In no event shall any purchaser in good faith or other transferee of any
property purported to be released hereunder be bound to ascertain the authority
of the Trustee to direct the Collateral Agent to execute the release or to
inquire as to the satisfaction of any conditions required by the provisions
hereof for the exercise of such authority or to see to the application of any
consideration given by such purchaser or other transferee; nor shall any
purchaser or other transferee of any property or rights permitted to be sold by
this Article X, be under obligation to ascertain or inquire into the authority
of any Issuer or any Domestic Subsidiary, as applicable, to make any such sale
or other transfer.

10.9    POWERS EXERCISABLE BY RECEIVER OR TRUSTEE.

        In case the Collateral shall be in the possession of a receiver or
trustee, lawfully appointed, the powers conferred in this Article X upon any
Issuer or any Domestic Subsidiary, as applicable, with respect to the release,
sale or other disposition of such property may be exercised by such receiver or
trustee, and an instrument signed by such receiver or trustee shall be deemed
the equivalent of any similar instrument of any Issuer or any Domestic
Subsidiary, as applicable, or of any officer or officers thereof required by the
provisions of this Article X.

10.10   RELEASE UPON TERMINATION OF COMPANY'S OBLIGATIONS.

        In the event that the Company delivers an Officers' Certificate and
Opinion of Counsel certifying that its obligations under this Indenture have
been satisfied and discharged by complying with the provisions of Article VIII,
the Trustee shall (i) execute and deliver such releases, termination statements
and other instruments (in recordable form, where appropriate) as any Issuer or
any Domestic Subsidiary, as applicable, may reasonably request to evidence the
termination of the Security Interests created by the Security Documents and (ii)
not be deemed to hold the Security Interests for its benefit and the benefit of
the Holders of the Securities.

                                   ARTICLE XI

                             GUARANTEE OF SECURITIES

11.1    UNCONDITIONAL SUBSIDIARY GUARANTEE.

        Subject to the provisions of this Article Eleven, each of the
Guarantors, upon the execution and delivery of a Subsidiary Guarantee pursuant
to Section 4.15 or 4.21, shall hereby, jointly and severally, unconditionally
and irrevocably guarantee, on an unsubordinated basis (such guarantees to be
referred to herein as the "Subsidiary Guarantees") to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its successors
and

                                       98

<PAGE>

assigns, irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Issuers or any other Guarantors to the
Holders or the Trustee hereunder or thereunder, that: (a) the principal of,
premium, if any, and interest on the Securities shall be duly and punctually
paid in full when due, whether at maturity, upon redemption at the option of
Holders pursuant to the provisions of the Securities relating thereto, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities and all other
obligations of the Issuers or the Guarantors to the Holders or the Trustee
hereunder or thereunder (including amounts due the Trustee under Section 7.7
hereof) and all other obligations shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Securities or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed,
or failing performance of any other obligation of the Issuers to the Holders
under this Indenture or under the Securities, for whatever reason, each
Guarantor shall be obligated to pay, or to perform or cause the performance of,
the same immediately. An Event of Default under this Indenture or the Securities
shall constitute an event of default under the Subsidiary Guarantees, and shall
entitle the Holders of Securities to accelerate the obligations of the
Guarantors hereunder in the same manner and to the same extent as the
obligations of the Issuers.

        Each of the Guarantors, upon the execution and delivery of a Subsidiary
Guarantee pursuant to Section 4.15 or 4.21, shall hereby agree that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, any release of any
other Guarantor, the recovery of any judgment against the Issuers, any action to
enforce the same, whether or not a Subsidiary Guarantee is affixed to any
particular Security, or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor. Each of the
Guarantors, upon the execution and delivery of a Subsidiary Guarantee pursuant
to Section 4.15 or 4.21, shall hereby waive the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of either Issuer, any right to require a proceeding
first against either Issuer, protest, notice and all demands whatsoever and
covenants that its Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Securities, this
Indenture and the Subsidiary Guarantees. Each Subsidiary Guarantee is a
guarantee of payment and not of collection. If any Holder or the Trustee is
required by any court or otherwise to return to either Issuer or to any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to such Issuer or such Guarantor, any amount paid by such
Issuer or such Guarantor to the Trustee or such Holder, each Subsidiary
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor, upon the execution and delivery of a
Subsidiary Guarantee pursuant to Section 4.15 or 4.21, shall hereby further
agree that, as between it, on the one hand, and the Holders of Securities and
the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article
VI hereof for the purposes of the Subsidiary Guarantees, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (b) in the event of any acceleration of
such obligations as provided in Article VI hereof, such obligations (whether or
not due and payable) shall

                                       99

<PAGE>

forthwith become due and payable by the Guarantors for the purpose of the
Subsidiary Guarantees.

        No Affiliate, stockholder, officer, director, limited liability company
member or employee, past, present or future, of any Guarantor, as such, shall
have any personal liability under such Guarantor's Subsidiary Guarantee by
reason of his, her or its status as such Affiliate, stockholder, officer,
director, limited liability company member or employee.

11.2    LIMITATIONS ON SUBSIDIARY GUARANTEES.

        The obligations of any Guarantor under its Subsidiary Guarantee shall be
limited to the maximum amount which, after giving effect to all other contingent
and fixed liabilities of such Guarantor (including all First Priority Lien
Obligations of such Guarantor) and after giving effect to any collections from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Subsidiary Guarantee or pursuant
to its contribution obligations under this Indenture, will result in the
obligations of such Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law. Each
Guarantor that makes a payment or distribution under a Subsidiary Guarantee
shall be entitled to a contribution from each other Guarantor in an amount pro
rata, based on the net assets of each Guarantor, determined in accordance with
GAAP.

11.3    EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

        To further evidence the Subsidiary Guarantees set forth in Section 11.1,
each Guarantor, upon the execution and delivery of a Subsidiary Guarantee
pursuant to Section 4.15 or 4.21, hereby agrees that a notation of its
Subsidiary Guarantee, substantially in the form of Exhibit E hereto, shall be
endorsed on each Security authenticated and delivered by the Trustee. The
Subsidiary Guarantee of any Guarantor shall be executed on behalf of such
Guarantor by either manual or facsimile signature of two Officers of such
Guarantor, each of whom, in each case, shall have been duly authorized to so
execute by all requisite corporate action. The validity and enforceability of
any Subsidiary Guarantee shall not be affected by the fact that it is not
affixed to any particular Security.

        Each of the Guarantors, upon the execution and delivery of a Subsidiary
Guarantee pursuant to Section 4.15 or 4.21, hereby agrees that its Subsidiary
Guarantee set forth in Section 11.1 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Subsidiary Guarantee.

        If an Officer of a Guarantor whose signature is on this Indenture or a
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Security on which such Subsidiary Guarantee is endorsed or at
any time thereafter, such Guarantor's Subsidiary Guarantee of such Security
shall nevertheless be valid.

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

                                       100

<PAGE>

11.4    RELEASE OF A GUARANTOR.

        (a)     If no Default or Event of Default exists or would exist under
this Indenture, upon the sale or disposition of all of the Capital Stock of a
Guarantor by the Company or any Restricted Subsidiary of the Company, in a
transaction or series of related transactions that either (i) does not
constitute an Asset Sale or (ii) constitutes an Asset Sale the Net Cash Proceeds
of which are applied in accordance with Section 4.18, or upon the consolidation
or merger of a Guarantor with or into any Person in compliance with Article V
(in each case, other than to the Company or an Affiliate of the Company), or if
any Guarantor is dissolved or liquidated in accordance with this Indenture, such
Guarantor's Subsidiary Guarantee will be automatically discharged and such
Guarantor shall be released from all obligations under this Article Eleven
without any further action required on the part of the Trustee or any Holder.
Any Guarantor not so released or the entity surviving such Guarantor, as
applicable, shall remain or be liable under its Subsidiary Guarantee as provided
in this Article Eleven.

        (b)     With respect to any Subsidiary Guarantee executed and delivered
solely pursuant to Section 4.15, such Subsidiary Guaranty will be automatically
discharged and the Guarantor party thereto shall be released from all
obligations under this Article Eleven without any further action on the part of
the Trustee or any Holder upon (i) the release or discharge of the Guarantee
which resulted in the creation of such Subsidiary Guarantee under such Section
4.15, except a discharge or release by or as a result of payment under such
Guarantee or (ii) the designation of such Guarantor as an Unrestricted
Subsidiary in accordance with the provisions of this Indenture. Any Guarantor
not so released or the entity surviving such Guarantor, as applicable, shall
remain or be liable under its Subsidiary Guarantee as provided in this Article
Eleven.

        (c)     The Trustee shall deliver an appropriate instrument evidencing
the release of a Guarantor upon receipt of a request by the Issuers or such
Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel
certifying as to the compliance with this Section 11.4; provided, however, that
the legal counsel delivering such Opinion of Counsel may rely as to matters of
fact on one or more Officers' Certificates of the Company.

        The Trustee shall execute any documents reasonably requested by the
Issuers or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Subsidiary Guarantee endorsed on the Securities and
under this Article Eleven.

        Except as set forth in Articles Four and Five and this Section 11.4,
nothing contained in this Indenture or in any of the Securities shall prevent
any consolidation or merger of a Guarantor with or into either Issuer or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to either Issuer or another
Guarantor.

11.5    WAIVER OF SUBROGATION.

        Until this Indenture is discharged and all of the Securities are
discharged and paid in full, each Guarantor, upon the execution and delivery of
a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, shall hereby
irrevocably waive and agrees not to exercise any claim or other rights which it
may now or hereafter acquire against the Issuers that arise from the existence,
payment,

                                       101

<PAGE>

performance or enforcement of the Issuers' obligations under the Securities or
this Indenture and such Guarantor's obligations under its Subsidiary Guarantee
and this Indenture, in any such instance, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution, indemnification,
and any right to participate in any claim or remedy of the Holders against the
Issuers, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Issuers, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and any amounts owing to the Trustee or the
Holders of Securities under the Securities, this Indenture, or any other
document or instrument delivered under or in connection with such agreements or
instruments, shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in trust
for the benefit of, the Trustee or the Holders and shall forthwith be paid to
the Trustee for the benefit of itself or such Holders to be credited and applied
to the obligations in favor of the Trustee or the Holders, as the case may be,
whether matured or unmatured, in accordance with the terms of this Indenture.
Each Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 11.5 is knowingly made in contemplation of such
benefits.

11.6    IMMEDIATE PAYMENT.

        Each Guarantor, upon the execution and delivery of a Subsidiary
Guarantee pursuant to Section 4.15 or 4.21, shall hereby agree to make immediate
payment to the Trustee, on behalf of the Holders or itself, of all Obligations
due and owing or payable to the respective Holders or the Trustee upon receipt
of a demand for payment therefor by the Trustee to such Guarantor in writing.

11.7    NO SET-OFF.

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

11.8    OBLIGATIONS ABSOLUTE.

        The obligations of each Guarantor hereunder are and shall be absolute
and unconditional and any monies or amounts expressed to be owing or payable by
each Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Subsidiary Guarantee shall be recoverable from such Guarantor as a
primary obligor and principal debtor in respect thereof.

11.9    OBLIGATIONS CONTINUING.

        The obligations of each Guarantor hereunder shall be continuing and
shall remain in full force and effect until all the obligations have been paid
and satisfied in full. Upon the execution and delivery of a Subsidiary Guarantee
pursuant to Section 4.15 or 4.21, each Guarantor shall hereby agree with the
Trustee that it will from time to time deliver to the Trustee suitable
acknowledgments of its continued liability hereunder and under any other
instrument or

                                       102

<PAGE>

instruments in such form as counsel to the Trustee may advise and as will
prevent any action brought against it in respect of any default hereunder being
barred by any statute of limitations now or hereafter in force and, in the event
of the failure of a Guarantor so to do, it hereby irrevocably appoints the
Trustee the attorney and agent of such Guarantor to make, execute and deliver
such written acknowledgment or acknowledgments or other instruments as may from
time to time become necessary or advisable, in the judgment of the Trustee on
the advice of counsel, to fully maintain and keep in force the liability of such
Guarantor hereunder and under its Subsidiary Guarantee.

11.10   OBLIGATIONS NOT REDUCED.

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

11.11   OBLIGATIONS REINSTATED.

        The obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of any Guarantor hereunder
(whether such payment shall have been made by or on behalf of the Issuers or by
or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of either Issuer
or any Guarantor or otherwise, all as though such payment had not been made. If
demand for, or acceleration of the time for, payment by either Issuer is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of such Issuer,
all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by each Guarantor as provided herein.

11.12   OBLIGATIONS NOT AFFECTED.

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

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

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

                                       103

<PAGE>

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

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

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

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

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

                (viii)  any merger or amalgamation of either Issuer or a
        Guarantor with any Person or Persons;

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

                (x)     any other circumstance, including release of a Guarantor
        pursuant to Section 11.4 (other than by complete, irrevocable payment)
        that might otherwise constitute a legal or equitable discharge or
        defense of either Issuer under this Indenture or the Securities or of
        another Guarantor in respect of its Subsidiary Guarantee hereunder;

provided that the provisions of this Section 11.12 are not intended to affect in
any way any release of a Guarantor in accordance with the provisions of Section
11.4.

11.13   WAIVER.

        Without in any way limiting the provisions of Section 11.1 hereof, each
Guarantor, upon the execution and delivery of a Subsidiary Guarantee pursuant to
Section 4.15 or 4.21, shall hereby waive notice of acceptance hereof, notice of
any liability of any Guarantor hereunder, notice or proof of reliance by the
Holders upon the obligations of any Guarantor hereunder, and diligence,
presentment, demand for payment on either Issuer, protest, notice of dishonor or
non-payment of any of the Obligations, or other notice or formalities to either
Issuer or any Guarantor of any kind whatsoever.

                                       104

<PAGE>

11.14    No Obligation to Take Action Against the Issuers.

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

11.15   DEALING WITH THE ISSUERS AND OTHERS.

        The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor
and without the consent of or notice to any Guarantor, may

                (i)     grant time, renewals, extensions, compromises,
        concessions, waivers, releases, discharges and other indulgences to
        either Issuer or any other Person;

                (ii)    take or abstain from taking security or collateral from
        either Issuer or from perfecting security or collateral of either
        Issuer;

                (iii)   release, discharge, compromise, realize, enforce or
        otherwise deal with or do any act or thing in respect of (with or
        without consideration) any and all collateral, mortgages or other
        security given by either Issuer or any third party with respect to the
        obligations or matters contemplated by this Indenture or the Securities;

                (iv)    accept compromises or arrangements from either Issuer;

                (v)     apply all monies at any time received from either Issuer
        or from any security upon such part of the Obligations as the Holders
        may see fit or change any such application in whole or in part from time
        to time as the Holders may see fit; and

                (vi)    otherwise deal with, or waive or modify their right to
        deal with, either Issuer and all other Persons and any security as the
        Holders or the Trustee may see fit.

11.16   DEFAULT AND ENFORCEMENT.

        If any Guarantor fails to pay in accordance with Section 11.6 hereof,
the Trustee may proceed in its name as trustee hereunder in the enforcement of
the Subsidiary Guarantee of any such Guarantor and such Guarantor's obligations
thereunder and hereunder by any remedy provided by law, whether by legal
proceedings or otherwise, and to recover from such Guarantor the obligations.

11.17   AMENDMENT, ETC.

        No amendment, modification or waiver of any provision of this Indenture
relating to any Guarantor or consent to any departure by any Guarantor or any
other Person from any such provision will in any event be effective unless it is
signed by such Guarantor and the Trustee.

                                       105

<PAGE>

11.18   ACKNOWLEDGMENT.

        Each Guarantor, upon the execution and delivery of a Subsidiary
Guarantee pursuant to Section 4.15 or 4.21, shall hereby acknowledge
communication of the terms of this Indenture and the Securities and shall hereby
consent to and approves of the same.

11.19   COSTS AND EXPENSES.

        Each Guarantor shall pay on demand by the Trustee any and all costs,
fees and expenses (including, without limitation, legal fees on a solicitor and
client basis) incurred by the Trustee, its agents, advisors and counsel or any
of the Holders in enforcing any of their rights under any Subsidiary Guarantee.

11.20   NO MERGER OR WAIVER; CUMULATIVE REMEDIES.

        No Subsidiary Guarantee shall operate by way of merger of any of the
obligations of a Guarantor under any other agreement, including, without
limitation, this Indenture. No failure to exercise and no delay in exercising,
on the part of the Trustee or the Holders, any right, remedy, power or privilege
hereunder or under this Indenture or the Securities, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Securities preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Subsidiary
Guarantee and under this Indenture, the Securities and any other document or
instrument between a Guarantor and/or either Issuer and the Trustee are
cumulative and not exclusive of any rights, remedies, powers and privilege
provided by law.

11.21   SURVIVAL OF OBLIGATIONS.

        Without prejudice to the survival of any of the other obligations of any
Guarantor hereunder, the obligations of each Guarantor under Section 11.1 shall
survive the payment in full of the Obligations under the Securities, but only if
and to the extent such payment is avoided, and in such case shall be enforceable
against such Guarantor to the same extent as prior to any such payment and
without regard to and without giving effect to any defense, right of offset or
counterclaim available to or which may be asserted by either Issuer or any
Guarantor.

11.22   SUBSIDIARY GUARANTEE IN ADDITION TO OTHER OBLIGATIONS.

        The Obligations of each Guarantor under its Subsidiary Guarantee and
this Indenture are in addition to and not in substitution for any other
Obligations to the Trustee or to any of the Holders in relation to this
Indenture or the Securities and any guarantees or security at any time held by
or for the benefit of any of them.

11.23   SEVERABILITY.

        Any provision of this Article Eleven which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in

                                       106

<PAGE>

any other jurisdiction unless its removal would substantially defeat the basic
intent, spirit and purpose of this Indenture and this Article Eleven.

11.24   SUCCESSORS AND ASSIGNS.

        Each Subsidiary Guarantee shall be binding upon and inure to the benefit
of each Guarantor and the Trustee and the other Holders and their respective
successors and permitted assigns, except that no Guarantor may assign any of its
obligations hereunder or thereunder, except as otherwise permitted in this
Indenture.

                                   ARTICLE XII

                             [INTENTIONALLY OMITTED]

                                  ARTICLE XIII

                                  MISCELLANEOUS

13.1    TIA CONTROLS.

        If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

13.2    NOTICES.

        Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

        if to the Issuers or a Guarantor, if any:

                  Resolution Performance Products LLC
                  1600 Smith Street
                  Houston, TX  77002
                  Attention:        President

                  Telecopy:         (713) 241-5333

        with a copy to:

                  O'Melveny & Myers LLP
                  30 Rockefeller Plaza
                  New York, New York  10112
                  Attention:        Rosa A. Testani

                  Telephone:        (212) 408-2400
                  Telecopy:         (212) 408-2420

                                       107

<PAGE>

        if to the Trustee:

                  Deutsche Bank Trust Company Americas
                  Corporate Trust and Agency Services
                  280 Park Avenue
                  9th Floor
                  New York, New York  10017
                  Attention:  Dorothy Robinson

        if to the Trustee for presentation of Securities for payment or for
        registration of transfer or exchange:

                  Deutsche Bank Trust Company Americas
                  Corporate Trust and Agency Services
                  280 Park Avenue
                  9th Floor
                  New York, New York  10017
                  Attention:        Dorothy Robinson

                  Telephone:        (212) 454-4200
                  Telecopy:         (212) 454-2223

        Each of the Issuers and the Trustee by written notice to each other such
Person may designate additional or different addresses for notices to such
Person. Any notice or communication to the Issuers and the Trustee, shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telecopied; and five (5) calendar days after
mailing if sent by registered or certified mail, postage prepaid (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee), except that, with respect to any mailing,
notices to the Trustee shall be deemed effective only upon receipt.

        Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

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

13.3    COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

        Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Issuers, the Trustee, the Registrar and any other Person shall
have the protection of TIA Section 312(c).

                                       108

<PAGE>

13.4    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

                (i)     an Officers' Certificate, in form and substance
        satisfactory to the Trustee, stating that, in the opinion of the
        signers, all conditions precedent to be performed or effected by each of
        the Issuers, if any, provided for in this Indenture relating to the
        proposed action have been complied with; and

                (ii)    an Opinion of Counsel stating that, in the opinion of
        such counsel, any and all such conditions precedent have been complied
        with.

13.5    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

        Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.8, shall include:

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

                (ii)    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;

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

                (iv)    a statement as to whether or not, in the opinion of each
        such Person, such condition or covenant has been complied with;
        provided, however, that with respect to matters of fact an Opinion of
        Counsel may rely on an Officers' Certificate or certificates of public
        officials.

13.6    RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

        The Trustee, Paying Agent or Registrar may make reasonable rules for its
functions.

13.7    LEGAL HOLIDAYS.

        If a payment date is not a Business Day, payment may be made on the next
succeeding day that is a Business Day.

13.8    GOVERNING LAW.

        THIS INDENTURE, THE SECURITIES AND ANY SUBSIDIARY GUARANTEES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF

                                       109

<PAGE>

THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the
parties hereto agrees to submit to the jurisdiction of the courts of the State
of New York in any action or proceeding arising out of or relating to this
Indenture, the Securities or any Subsidiary Guarantees.

13.9    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

13.10   NO RECOURSE AGAINST OTHERS.

        No Affiliate, director, officer, employee, limited liability company
members or stockholder of the Company or any Subsidiary, as such, shall have any
liability for any obligations of the Issuers under the Securities or any
Subsidiary Guarantee or this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Securityholder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

13.11   SUCCESSORS.

        All agreements of the Issuers and the Guarantors, if any, in this
Indenture and the Securities and the Subsidiary Guarantees shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successor.

13.12   DUPLICATE ORIGINALS.

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

13.13   SEVERABILITY.

        In case any one or more of the provisions in this Indenture, the
Securities or the Subsidiary Guarantees shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

13.14   DESIGNATION OF SECURITIES AND WAIVERS UNDER EXISTING INDENTURE.

        (a)     For the purposes of the Existing Indenture, the Securities are
deemed by the Issuers to be "Designated Senior Debt" (as such term is defined
pursuant to section 1.1 of the Existing Indenture).

        (b)     The Trustee and each Holder of a Security, by accepting such
Security, agree to waive, for the benefit of the lenders under the Credit
Agreement as third party beneficiaries (each

                                       110

<PAGE>

of whom may enforce the provisions of this Section 13.14(b)), during any period
when there shall be any indebtedness outstanding under the Credit Agreement, any
and all rights that the Trustee or such Holder may have in respect of being
deemed to be a holder of "Designated Senior Debt" under the Existing Indenture
(other than those rights which relate to being a holder of "Senior Debt" under
the Existing Indenture), including, without limitation, the right of a Holder of
"Designated Senior Debt" to provide a "Default Notice" pursuant to section 10 or
12.2(b) of the Existing Indenture and commence a "Payment Blockage Period" (as
such term is defined pursuant to section 10.2(b) of the Existing Indenture).
This Section 13.14(b) may not be amended, supplemented or waived without the
prior written consent of the lenders under the Credit Agreement.

                                       111

<PAGE>

                                   SIGNATURES

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

                                   ISSUERS

                                   RESOLUTION PERFORMANCE PRODUCTS LLC

                                   By:/s/ Marvin O. Schlanger
                                      -------------------------------
                                      Title: Chairman

                                   RPP CAPITAL CORPORATION

                                   By:/s/ Marvin O. Schlanger
                                      -------------------------------
                                      Title: Chairman

                                       S-1

<PAGE>

                                   DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                    as Trustee

                                   By: /s/ Wanda Camacho
                                       ------------------------------
                                       Title: Vice President

                                       S-2

<PAGE>

                                                                       Exhibit A

                             [FORM OF INITIAL NOTE]*

                               [FACE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                   9 1/2% Senior Second Secured Note due 2010

No.                                              Principal Amount   $
ISIN No. US76115NAC56 (144A); USU76180AB10 (Reg S)
CUSIP No. 76115N AC 5 (144A); U76180 AB 1 (Reg S)

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their successors
under the Indenture hereinafter referred to), for value received promise to pay
to CEDE & CO. or registered assigns, the principal sum of       Dollars ($     )
on April 15, 2010.

     Interest Payment Dates: April 15 and October 15; commencing October 15,
2003.

     Record Dates: April 1 and October 1.

     Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.

----------
* Add Private Placement Legend and, if appropriate, Global Security Legend.

                                       A-1

<PAGE>

     IN WITNESS WHEREOF, the Issuers have caused this Security to be signed
manually or by facsimile by their duly authorized officers.

Dated:

                                   RESOLUTION PERFORMANCE PRODUCTS LLC


                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

                                   RPP CAPITAL CORPORATION

                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

                                       A-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

     This is one of the 9 1/2% Senior Second Secured Notes due 2010 described in
the within-mentioned Indenture.

                                   DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                    as Trustee

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

                                       A-3

<PAGE>

                              [REVERSE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                   9 1/2% Senior Second Secured Note due 2010

1.   Interest.

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their respective
successors under the Indenture hereinafter referred to), promise to pay interest
on the principal amount of this Security at the rate per annum shown above. The
Issuers will pay interest semi-annually on April 15 and October 15 of each year
(the "Interest Payment Date"), commencing October 15, 2003. Interest on this
Security will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from and including April 9, 2003. Interest on
this Security will be computed on the basis of a 360-day year of twelve 30-day
months.

     The Issuers shall pay interest on overdue principal from time to time on
demand at the rate borne by this Security plus 2% and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.

2.   Method of Payment.

     The Issuers shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date even if the
Securities are canceled on registration of transfer or registration of exchange
(including pursuant to an Exchange Offer (as defined in the Indenture)) after
such Record Date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Issuers shall pay principal, premium, if any and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Issuers may pay principal, premium, if any, and interest by wire transfer of
federal funds, or interest by check payable in such U.S. Legal Tender. The
Issuers may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

3.   Paying Agent and Registrar.

     Initially, Deutsche Bank Trust Company Americas (the "Trustee") will act as
Paying Agent and Registrar. The Issuers may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

4.   Indenture.

     The Issuers issued the Securities under an Indenture, dated as of April 9,
2003 (the "Indenture"), among the Issuers and the Trustee. This Security is one
of a duly authorized issue

                                       A-4

<PAGE>

of Securities of the Issuers designated as their 9 1/2% Senior Second Secured
Notes due 2010 (the "Initial Notes"). Capitalized terms herein are used as
defined in the Indenture unless otherwise defined herein. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and Holders of Securities are referred to the Indenture and the TIA for a
statement of them. The Securities are general obligations of the Issuers
unlimited in amount, of which an aggregate principal amount of $175,000,000 are
being issued on the Issue Date.

5.   Optional Redemption.

     The Issuers may redeem the Securities, in whole at any time or in part from
time to time, on and after April 15, 2006, upon not less than 30 nor more than
60 days' notice, at the following redemption prices (expressed as percentages of
the principal amount thereof) if redeemed during the twelve-month period
commencing on April 15 of the years set forth below, plus, in each case, accrued
and unpaid interest thereon, if any, to the date of redemption (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date):

           Year                                      Percentage
           ----                                      ----------
           2006                                      104.750%
           2007                                      103.167%
           2008                                      101.583%
           2009 and thereafter                       100.000%

6.   Optional Redemption with the Proceeds of Certain Equity Issuances.

     At any time prior to April 15, 2006, the Company may redeem up to 35% of
the principal amount of the Securities with the Net Cash Proceeds of one or more
sales of its Qualified Capital Stock or, to the extent the proceeds are
contributed by RPP Inc. to the Company, from one or more sales of Capital Stock
of RPP Inc., at a redemption price (expressed as a percentage of the principal
amount) of 109.500%, plus accrued and unpaid interest, if any, to the date of
redemption; provided that at least 65% of the aggregate principal amount of
Securities originally issued on the Issue Date remains outstanding after each
such redemption and notice of any such redemption is mailed within 90 days of
such sale of Capital Stock.

7.   Optional Redemption upon Change of Control.

     At any time prior to April 15, 2006, upon the occurrence of a Change of
Control, the Issuers may redeem the Securities, in whole but not in part, at a
redemption price equal to the principal amount thereof plus the Applicable
Premium plus accrued and unpaid interest, if any, to the date of redemption
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). Notice of
redemption of the

                                       A-5

<PAGE>

Securities pursuant to this paragraph shall be mailed to Holders of the
Securities not more than 30 days following the occurrence of a Change of
Control.

8.   Notice of Redemption.

     Notice of redemption shall 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 such Holder's registered address. Securities in
denominations of $1,000 may be redeemed only in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.

     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount
thereof to be redeemed. A new Security in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the Redemption Date,
interest will cease to accrue on Securities or portions thereof called for
redemption, subject to the provisions of the Indenture.

9.   Security.

     The Issuers' obligations under the Securities are secured by Second
Priority Liens on the Collateral pursuant to the terms of the Security
Documents. The actions of the Trustee and the Holders of the Securities secured
by such Second Priority Liens and the application of proceeds from the
enforcement of any remedies with respect to such Collateral are limited pursuant
to the terms of the Security Documents.

10.  Change of Control Offer.

     Upon the occurrence of a Change of Control, the Issuers will be required,
as and to the extent set forth in the Indenture, to offer to purchase all of the
outstanding Securities at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase (subject to the right of Securityholders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided however, that notwithstanding the occurrence of a Change of Control,
the Issuers shall not be obligated to repurchase the Securities pursuant to this
paragraph 10 in the event that the Issuers have exercised their right to redeem
all of the Securities under the terms of paragraph 7 hereof).

11.  Limitation on Asset Sales.

     The Issuers are, subject to certain conditions, obligated to make an offer
to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain Net Cash
Proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

12.  Registration Rights.

     Pursuant to the Registration Rights Agreement, the Issuers will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Security shall have the right

                                       A-6

<PAGE>

to exchange this Security for the Issuers' 9 1/2% Senior Second Secured Notes
due 2010 (the "Exchange Notes"), which shall have been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects to the Initial Notes. The Holders of the Initial Notes shall
be entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

13.  Denominations; Transfer; Exchange.

     The Securities are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer of
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities or
portions thereof selected for redemption, except the unredeemed portion of any
security being redeemed in part.

14.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as the owner of it for
all purposes.

15.  Unclaimed Funds.

     If funds for the payment of principal, premium, if any, or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Issuers at their request. After that, all liability of the Trustee and
such Paying Agent with respect to such funds shall cease.

16.  Discharge Prior to Redemption or Maturity.

     The Issuers and any Guarantor may be discharged from their obligations
under the Indenture or the Securities and any Subsidiary Guarantee except for
certain provisions thereof, and may be discharged from obligations to comply
with certain covenants contained in the Indenture and the Securities and any
Subsidiary Guarantee, in each case upon satisfaction of certain conditions
specified in the Indenture.

17.  Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Indenture, the Securities, any
Subsidiary Guarantee and the Security Documents may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities then outstanding, and any existing Default or
Event of Default or compliance with any provision may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Securities
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture, the Securities, the Subsidiary
Guarantees, if any, and the Security Documents to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Securities and
any Subsidiary Guarantee in addition to or in place of certificated Securities
or comply with any requirements of the Commission in connection with the

                                       A-7

<PAGE>

qualification of the Indenture under the TIA, or make any other change that does
not materially adversely affect the rights of any Holder of a Security.

18.  Restrictive Covenants.

     The Indenture contains certain covenants that, among other things, limit
the ability of the Company and its Restricted Subsidiaries to make restricted
payments, to incur indebtedness, to create liens, to sell assets, to permit
restrictions on dividends and other payments by Restricted Subsidiaries of the
Company to the Company, to consolidate, merge or sell all or substantially all
of its assets or to engage in transactions with affiliates. The limitations are
subject to a number of important qualifications and exceptions. The Company must
annually report to the Trustee on compliance with such limitations.

19.  Defaults and Remedies.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture, the Securities or any Subsidiary Guarantee except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture, the
Securities or the Subsidiary Guarantees, if any, unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Securities or any Subsidiary Guarantee then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of Default
if it determines that withholding notice is in their interest.

20.  Trustee Dealings with Issuers.

     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 the
Issuers, their Subsidiaries or their respective Affiliates as if it were not the
Trustee.

21.  No Recourse Against Others.

     No Affiliate, stockholder, director, officer, employee or limited liability
company member of the Issuers or any of their Subsidiaries shall have any
liability for any obligation of the Issuers under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

22.  Authentication.

     This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.

                                       A-8

<PAGE>

23.  Abbreviations and Defined Terms.

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

24.  Governing Law.

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to applicable principles of
conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required thereby.

25.  CUSIP and ISIN Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP and ISIN
numbers to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

26.  Indenture.

     Each Holder, by accepting a Security, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

     The Issuers will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture which has the text of this Security
in larger type. Requests may be made to: Resolution Performance Products LLC,
1600 Smith Street, Houston, TX 77002, Attn: President.

                                       A-9

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

__________________________________________________________________________

__________________________________________________________________________
(Print or type name, address and zip code of assignee or
transferee)

__________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

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

Dated: -----------------                 Signed: --------------------------
                                                   (Sign exactly as name
                                                    appears on the other
                                                    side of this Security)

Signature Guarantee:               ----------------------------------------
                                   Participant in a recognized Signature
                                   Guarantee Medallion Program (or other
                                   signature guarantor program reasonably
                                   acceptable to the Trustee)

     In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) April 9, 2005 the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Security is being transferred:

                                      A-10

<PAGE>

                                   [Check One]

(1)   __    to either of the Issuers or a subsidiary thereof; or

(2)   __    pursuant to and in compliance with Rule 144A under the Securities
            Act; or

(3)   __    to an institutional "accredited investor" (as defined in Rule
            501(a)(1), (2), (3) or (7) under the Securities Act) that has
            furnished to the Trustee a signed letter containing certain
            representations and agreements (the form of which letter can be
            obtained from the Trustee); or

(4)   __    outside the United States to a "foreign person" in compliance with
            Rule 904 of Regulation S under the Securities Act; or

(5)   __    pursuant to the exemption from registration provided by Rule 144
            under the Securities Act; or

(6)   __    pursuant to an effective registration statement under the Securities
            Act; or

(7)   __    pursuant to another available exemption from the registration
            requirements of the Securities Act;

and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Issuers as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

     [ ]   The transferee is an Affiliate of either of the Issuers.

     Unless one of the items is checked, the Trustee will refuse to register any
of the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided that if box (3), (4), (5) or (7) is
checked, the Issuers or the Trustee may require, prior to registering any such
transfer of the Securities, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4))
and other information as the Trustee or the Issuers have reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

                                      A-11

<PAGE>

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated: -----------------                 Signed:  -------------------------
                                                   (Sign exactly as name
                                                    appears on the other
                                                    side of this Security)

Signature Guarantee:               ----------------------------------------

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

     The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
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 Issuers 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

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 4.17 or Section 4.18 of the Indenture, check the appropriate
box:

                        Section 4.17 [  ] Section 4.18 [  ]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.17 or Section 4.18 of the Indenture, state the
amount: $___________

Dated: -----------------                 Signed:  -------------------------
                                                   (Sign exactly as name
                                                    appears on the other
                                                    side of this Security)

Signature Guarantee:               --------------------------------------
                                   Participant in a recognized Signature
                                   Guarantee Medallion Program (or other
                                   signature guarantor program reasonably
                                   acceptable to the Trustee)

                                      A-13

<PAGE>

                                                                       Exhibit B

                            [FORM OF EXCHANGE NOTE]*

                               [FACE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                        9 1/2% Senior Second Secured Note
                                    due 2010

CUSIP No.
ISIN No.
No.                                                                  $

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their successors
under the Indenture hereinafter referred to), for value received promise to pay
to or registered assigns, the principal sum of        Dollars ($       ), on
April 15, 2010.

     Interest Payment Dates: April 15 and October 15, commencing October 15,
2003.

     Record Dates: April 1 and October 1.

     Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.

     IN WITNESS WHEREOF, the Issuers have caused this Security to be signed
manually or by facsimile by their duly authorized officers.

Dated:

                                   RESOLUTION PERFORMANCE PRODUCTS LLC


                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

----------
* Add Global Security Legend, if appropriate.

                                       B-1

<PAGE>

                                   RPP CAPITAL CORPORATION

                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

                                   By:
                                      -------------------------------
                                      Name:
                                      Title:

                                       B-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

     This is one of the 9 1/2% Senior Second Secured Notes due 2010 described in
the within-mentioned Indenture.

                                   DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                    as Trustee

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

                                       B-3

<PAGE>

                              [REVERSE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                   9 1/2% Senior Second Secured Note due 2010

1.   Interest.

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their respective
successors under the Indenture hereinafter referred to), promise to pay interest
on the principal amount of this Security at the rate per annum shown above. The
Company will pay interest semi-annually on April 15 and October 15 of each year
(the "Interest Payment Date"), commencing October 15, 2003. Interest on this
Security will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from and including April 9, 2003. Interest on
this Security will be computed on the basis of a 360-day year of twelve 30-day
months.

     The Issuers shall pay interest on overdue principal from time to time on
demand at the rate borne by this Security plus 2% and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.

2.   Method of Payment.

     The Issuers shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date even if the
Securities are canceled on registration of transfer or registration of exchange
after such Record Date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Issuers shall pay principal, premium, if any,
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Issuers may pay principal, premium, if any, and interest by wire transfer of
federal funds, or interest by check payable in such U.S. Legal Tender. The
Issuers may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

3.   Paying Agent and Registrar.

     Initially, Deutsche Bank Trust Company Americas (the "Trustee") will act as
Paying Agent and Registrar. The Issuers may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Issuers or any of their
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

4.   Indenture.

     The Issuers issued the Securities under an Indenture, dated as of April 9,
2003 (the "Indenture"), among the Issuers and the Trustee. This Security is one
of a duly authorized issue of Exchange Notes of the Issuers designated as their
9 1/2% Senior Second Secured Notes due

                                       B-4

<PAGE>

2010 (the "Exchange Notes"). Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the
"TIA"), as in effect on the date of the Indenture until such time as the
Indenture is qualified under the TIA, and thereafter as in effect on the date on
which the Indenture is qualified under the TIA. Notwithstanding anything to the
contrary herein, the Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and the TIA for a statement of them.
The Securities are general obligations of the Issuers unlimited in amount, of
which an aggregate principal amount of $175,000,000 were issued on the Issue
Date.

5.   Optional Redemption.

     The Issuers may redeem the Securities, in whole at any time or in part from
time to time, on and after April 15, 2006, upon not less than 30 nor more than
60 days' notice, at the following redemption prices (expressed as percentages of
the principal amount thereof) if redeemed during the twelve-month period
commencing on April 15 of the years set forth below, plus, in each case, accrued
and unpaid interest thereon, if any, to the date of redemption (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date):

           Year                                      Percentage
           ----                                      ----------
           2006                                      104.750%
           2007                                      103.167%
           2008                                      101.583%
           2009 and thereafter                       100.000%

6.   Optional Redemption with the Proceeds of Certain Equity Issuances.

     At any time prior to April 15, 2006, the Company may redeem up to 35% of
the principal amount of the Securities with the Net Cash Proceeds of one or more
sales of its Qualified Capital Stock or, to the extent the proceeds are
contributed by RPP Inc. to the Company, from one or more sales of Capital Stock
of RPP Inc., at a redemption price (expressed as a percentage of the principal
amount) of 109.500%, plus accrued and unpaid interest, if any, to the date of
redemption; provided that at least 65% of the aggregate principal amount of
Securities originally issued on the Issue Date remains outstanding after each
such redemption and notice of any such redemption is mailed within 90 days of
such sale of Capital Stock.

7.   Optional Redemption upon Change of Control.

     At any time prior to April 15, 2006, upon the occurrence of a Change of
Control, the Issuers may redeem the Securities, in whole but not in part, at a
redemption price equal to the principal amount thereof plus the Applicable
Premium plus accrued and unpaid interest, if any, to the date of redemption
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). Notice of
redemption of the

                                       B-5

<PAGE>

Securities pursuant to this paragraph shall be mailed to Holders of the
Securities not more than 30 days following the occurrence of a Change of
Control.

8.   Notice of Redemption.

     Notice of redemption shall 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 such Holder's registered address. Securities in
denominations of $1,000 may be redeemed only in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.

     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount
thereof to be redeemed. A new Security in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the Redemption Date,
interest will cease to accrue on Securities or portions thereof called for
redemption, subject to the provisions of the Indenture.

9.   Security.

     The Issuers' obligations under the Securities are secured by Second
Priority Liens on the Collateral pursuant to the terms of the Security
Documents. The actions of the Trustee and the Holders of the Securities secured
by such Second Priority Liens and the application of proceeds from the
enforcement of any remedies with respect to such Collateral are limited pursuant
to the terms of the Security Documents.

10.  Change of Control Offer.

     Upon the occurrence of a Change of Control, the Issuers will be required,
as and to the extent set forth in the Indenture, to offer to purchase all of the
outstanding Securities at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase (subject to the right of Securityholders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided however, that notwithstanding the occurrence of a Change of Control,
the Issuers shall not be obligated to repurchase the Securities pursuant to this
paragraph 10 in the event that the Issuers have exercised their right to redeem
all of the Securities under the terms of paragraph 7 hereof).

11.  Limitation on Asset Sales.

     The Issuers are, subject to certain conditions, obligated to make an offer
to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

12.  Denominations; Transfer; Exchange.

     The Securities are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer of
or exchange Securities in

                                       B-6

<PAGE>

accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange any Securities or portions thereof selected for
redemption, except the unredeemed portion of any security being redeemed in
part.

13.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as the owner of it for
all purposes.

14.  Unclaimed Funds.

     If funds for the payment of principal, premium, if any, or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Issuers at their request. After that, all liability of the Trustee and
such Paying Agent with respect to such funds shall cease.

15.  Discharge Prior to Redemption or Maturity.

     The Issuers and the Subsidiary Guarantors, if any, may be discharged from
their obligations under the Indenture or the Securities and any Subsidiary
Guarantee except for certain provisions thereof, and may be discharged from
obligations to comply with certain covenants contained in the Indenture and the
Securities and any Subsidiary Guarantee, in each case upon satisfaction of
certain conditions specified in the Indenture.

16.  Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Indenture, the Securities, any
Subsidiary Guarantee and the Security Documents may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities then outstanding, and any existing Default or
Event of Default or compliance with any provision may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Securities
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture, the Securities, the Subsidiary
Guarantees, if any, and the Security Documents to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Securities in
addition to or in place of certificated Securities or comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the TIA, or make any other change that does not materially
adversely affect the rights of any Holder of a Security.

17.  Restrictive Covenants.

     The Indenture contains certain covenants that, among other things, limit
the ability of the Company and its Restricted Subsidiaries to make restricted
payments, to incur indebtedness, to create liens, to sell assets, to permit
restrictions on dividends and other payments by Restricted Subsidiaries of the
Company to the Company, to consolidate, merge or sell all or substantially all
of its assets or to engage in transactions with affiliates. The limitations are
subject to a number

                                       B-7

<PAGE>

of important qualifications and exceptions. The Company must annually report to
the Trustee on compliance with such limitations.

18.  Defaults and Remedies.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture, the Securities or any Subsidiary Guarantee except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture, the
Securities or the Subsidiary Guarantees, if any, unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Securities then outstanding to direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Holders of Securities
notice of certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.

19.  Trustee Dealings with Issuers.

     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 the
Issuers, their Subsidiaries or their respective Affiliates as if it were not the
Trustee.

20.  No Recourse Against Others.

     No Affiliate, stockholder, director, officer, employee or limited liability
company member of the Issuers or any of their Subsidiaries shall have any
liability for any obligation of the Issuers under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

21.  Authentication.

     This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.

22.  Abbreviations and Defined Terms.

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

                                       B-8

<PAGE>

23.  Governing Law.

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to applicable principles of
conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required thereby.

24.  CUSIP and ISIN Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP and ISIN
numbers to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

25.  Indenture.

     Each Holder, by accepting a Security, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

     The Issuers will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture which has the text of this Security
in larger type. Requests may be made to: Resolution Performance Products LLC,
1600 Smith Street, Houston, TX 77002 Attn: President.

                                       B-9

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

__________________________________________________________________________

__________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)

__________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

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

Dated: -----------------                 Signed:  -------------------------
                                                   (Sign exactly as name
                                                    appears on the other
                                                    side of this Security)

Signature Guarantee:               --------------------------------------
                                   Participant in a recognized Signature
                                   Guarantee Medallion Program (or other
                                   signature guarantor program reasonably
                                   acceptable to the Trustee)

                                      B-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 4.17 or Section 4.18 of the Indenture, check the appropriate
box:

                        Section 4.17 [  ] Section 4.18 [  ]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.17 or Section 4.18 of the Indenture, state the
amount: $___________

Dated: -----------------                 Signed:  -------------------------
                                                   (Sign exactly as name
                                                    appears on the other
                                                    side of this Security)

Signature Guarantee:               --------------------------------------
                                   Participant in a recognized Signature
                                   Guarantee Medallion Program (or other
                                   signature guarantor program reasonably
                                   acceptable to the Trustee)

                                      B-11

<PAGE>

                                                                       Exhibit C

                            Form of Certificate to Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                                          [Date]

Attention:

               Re:   Resolution Performance Products LLC
                     RPP Capital Corporation
                     9 1/2% Senior Second Secured Notes due 2010
                     (the " Securities")

Ladies and Gentlemen:

     In connection with our proposed purchase of the Securities of Resolution
Performance Products LLC and RPP Capital Corporation (the "Issuers"), we confirm
that:

     1.   We have received a copy of the Offering Memorandum (the "Offering
Memorandum"), dated April 9, 2003 relating to the Securities and such other
information as we deem necessary in order to make our investment decision. We
acknowledge that we have read and agreed to the matters stated on pages 1-3 of
the Offering Memorandum and in the section entitled "Transfer Restrictions" of
the Offering Memorandum, including the restrictions on duplication and
circulation of the Offering Memorandum.

     2.   We understand that any subsequent transfer of the Securities is
subject to certain restrictions and conditions set forth in the Indenture
relating to the Securities (as described in the Offering Memorandum) and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Securities except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the "Securities Act").

     3.   We understand that the offer and sale of the Securities have not been
registered under the Securities Act, and that the Securities may not be offered
or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell or otherwise transfer any Securities prior to the
date which is two years after the original issuance of the Securities, and if
such

                                       C-1

<PAGE>

transfer is in respect of any aggregate principal amount of Securities of less
than $100,000, also furnishes an opinion of counsel acceptable to the Issuers
that such transfer complies with the Securities Act, we will do so only (i) to
the Issuers or any of their subsidiaries, (ii) inside the United States in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act), (iii) inside the
United States to an institutional "accredited investor" (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to the Trustee (as defined in the Indenture relating to the
Securities), a signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Securities, (iv) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (v) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available), or (vi) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Securities from us a notice advising such purchaser
that resales of the Securities are restricted as stated herein.

     4.   We understand that, on any proposed resale of any Securities, we will
be required to furnish to the Trustee and the Issuers such certification, legal
opinions and other information as the Trustee and the Issuers may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Securities purchased by us will
bear a legend to the foregoing effect.

     5.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Securities, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investment, as the case may be.

     6.   We are acquiring the Securities purchased by us for our account or for
one or more accounts (each of which is an institutional "accredited investor")
as to each of which we exercise sole investment discretion, and we are acquiring
the Securities not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act.

     You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                   Very truly yours,

                                   By:
                                      ----------------------------
                                      Name:
                                      Title:

                                       C-2

<PAGE>

                                                                       Exhibit D

                            Form of Certificate to Be
                          Delivered in Connection with
                       Transfers Pursuant to Regulation S

Deutsche Bank Trust Company Americas                                      [Date]
Corporate Trust and Agency Services
280 Park Avenue - 9E
New York, New York  10017

Attention:

               Re:   Resolution Performance Products LLC
                     RPP Capital Corporation
                     9 1/2% Senior Second Secured Notes due 2010
                     (the "Securities")

     In connection with our proposed sale of $_________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

          (1)  the offer of the Securities was not made to a person in the
     United States;

          (2)  either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated off-shore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     pre-arranged with a buyer in the United States;

          (3)  no directed selling efforts have been made in the United States
     in contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable;

          (4)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

          (5)  we have advised the transferee of the transfer restrictions
     applicable to the Securities.

                                       D-1

<PAGE>

     You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                   Very truly yours,

                                   [Name of Transferor]

                                   By:
                                      ------------------------------------------
                                      Authorized Signature

                                       D-2

<PAGE>

                                                                       Exhibit E

                                    GUARANTEE

     For value received, the undersigned hereby unconditionally guarantees, as
principal obligor and not only as a surety, to the Holder of this Security the
cash payments in United States dollars of principal of, premium, if any, and
interest on this Security in the amounts and at the times when due and interest
on the overdue principal, premium, if any, and interest, if any, of this
Security, if lawful, and the payment or performance of all other obligations of
the Issuers under the Indenture (as defined below) or the Securities, to the
Holder of this Security and the Trustee, all in accordance with and subject to
the terms and limitations of this Security, Article Eleven of the Indenture and
this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in
accordance with Article Eleven of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of any Subsidiary Guarantee shall not
be affected by the fact that it is not affixed to any particular Security.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of April 9, 2003, among Resolution
Performance Products LLC, a Delaware limited liability company ("RPP LLC" or the
"Company"), and RPP Capital Corporation, a Delaware corporation ("RPP Capital"
and together with RPP LLC, collectively the "Issuers"), and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee").

     The obligations of the undersigned to the Holders of Securities and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article Eleven of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subsidiary Guarantee and all of the other
provisions of the Indenture to which this Subsidiary Guarantee relates.

     THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. The undersigned Guarantor hereby agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Subsidiary Guarantee.

     This Subsidiary Guarantee is subject to release upon the terms set forth in
the Indenture.

                                       E-1

<PAGE>

     IN WITNESS WHEREOF, each Guarantor has caused its Subsidiary Guarantee to
be duly executed.

                                   GUARANTORS

                                   By:
                                      ---------------------------
                                      Name:
                                      Title:

                                   By:
                                      ---------------------------
                                      Name:
                                      Title:

                                       E-2