<Page>

                                                                   Exhibit 10.18

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

                          CRYSTAL US HOLDINGS 3 L.L.C.

                             CRYSTAL US SUB 3 CORP.

                                   as Issuers


                   10% SERIES A SENIOR DISCOUNT NOTES DUE 2014
                 10 1/2% SERIES B SENIOR DISCOUNT NOTES DUE 2014

                                   ----------

                                    INDENTURE

                         Dated as of September 24, 2004

                                   ----------

                              The Bank of New York,
                                   as Trustee

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

<Page>

                                TABLE OF CONTENTS

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

Section 1.01.  DEFINITIONS. ........................................................................1
Section 1.02.  OTHER DEFINITIONS. .................................................................44
Section 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT ..................................45
Section 1.04.  RULES OF CONSTRUCTION ..............................................................46

                                    ARTICLE 2
                                    THE NOTES

Section 2.01.  AMOUNT OF NOTES; ISSUABLE IN SERIES ................................................47
Section 2.02.  FORM AND DATING ....................................................................48
Section 2.03.  EXECUTION AND AUTHENTICATION .......................................................49
Section 2.04.  REGISTRAR AND PAYING AGENT .........................................................50
Section 2.05.  PAYING AGENT TO HOLD MONEY IN TRUST ................................................50
Section 2.06.  HOLDER LISTS .......................................................................51
Section 2.07.  TRANSFER AND EXCHANGE ..............................................................51
Section 2.08.  REPLACEMENT NOTES ..................................................................52
Section 2.09.  OUTSTANDING NOTES ..................................................................52
Section 2.10.  TEMPORARY NOTES ....................................................................53
Section 2.11.  CANCELLATION .......................................................................53
Section 2.12.  DEFAULTED INTEREST .................................................................54
Section 2.13.  CUSIP NUMBERS, ISINS ...............................................................54
Section 2.14.  CALCULATION OF PRINCIPAL AMOUNT AT MATURITY OF NOTES ...............................54

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01.  OPTIONAL REDEMPTION ................................................................55
Section 3.02.  REDEMPTION WITH PROCEEDS OF EQUITY OFFERINGS. ......................................55
Section 3.03.  METHOD AND EFFECT OF REDEMPTION ....................................................56
Section 3.04.  DEPOSIT OF REDEMPTION PRICE ........................................................58
Section 3.04.  DEPOSIT OF REDEMPTION PRICE ........................................................58
                                    ARTICLE 4
                                    COVENANTS
                             COVENANTS
Section 4.01.  PAYMENT OF NOTES ...................................................................58
Section 4.02.  REPORTS AND OTHER INFORMATION ......................................................59
</Table>

                                        i
<Page>

<Table>
<S>            <C>                                                                                 <C>
Section 4.03.  LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK ...........60
Section 4.04.  LIMITATION ON RESTRICTED PAYMENTS ..................................................66
Section 4.05.  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES .....................74
Section 4.06.  ASSET SALES ........................................................................77
Section 4.07.  TRANSACTIONS WITH AFFILIATES .......................................................80
Section 4.08.  CHANGE OF CONTROL ..................................................................83
Section 4.09.  COMPLIANCE CERTIFICATE .............................................................86
Section 4.10.  FURTHER INSTRUMENTS AND ACTS .......................................................86
Section 4.11.  LIENS ..............................................................................86
Section 4.12.  MAINTENANCE OF OFFICE OR AGENCY ....................................................86
Section 4.13.  BUSINESS ACTIVITIES ................................................................87
Section 4.14.  LIQUIDATED DAMAGES NOTICES .........................................................87

                                    ARTICLE 5
                     MERGER, CONSOLIDATION OR SALE OF ASSETS

Section 5.01.  CONSOLIDATION, MERGER OR SALE OF ASSETS OF CRYSTAL LLC .............................88
Section 5.02.  CONSOLIDATION, MERGER OR SALE OF ASSETS BY CRYSTAL CORP ............................89

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.  EVENTS OF DEFAULT ..................................................................90
Section 6.02.  ACCELERATION .......................................................................92
Section 6.03.  OTHER REMEDIES .....................................................................93
Section 6.04.  WAIVER OF PAST DEFAULTS ............................................................93
Section 6.05.  CONTROL BY MAJORITY ................................................................94
Section 6.06.  LIMITATION ON SUITS ................................................................94
Section 6.07.  RIGHTS OF THE HOLDERS TO RECEIVE PAYMENT ...........................................94
Section 6.08.  COLLECTION SUIT BY TRUSTEE .........................................................95
Section 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM ...................................................95
Section 6.10.  PRIORITIES .........................................................................95
Section 6.11.  UNDERTAKING FOR COSTS ..............................................................96
Section 6.12.  WAIVER OF STAY OR EXTENSION LAWS ...................................................96

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.  DUTIES OF TRUSTEE ..................................................................96
Section 7.02.  RIGHTS OF TRUSTEE ..................................................................97
Section 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE .......................................................98
Section 7.04.  TRUSTEE'S DISCLAIMER ...............................................................99
Section 7.05.  NOTICE OF DEFAULTS .................................................................99
</Table>

                                       ii
<Page>

<Table>
<S>            <C>                                                                                <C>
Section 7.06.  REPORTS BY TRUSTEE TO THE HOLDERS ..................................................99
Section 7.07.  COMPENSATION AND INDEMNITY .........................................................99
Section 7.08.  REPLACEMENT OF TRUSTEE ............................................................100
Section 7.09.  SUCCESSOR TRUSTEE BY MERGER .......................................................101
Section 7.10.  ELIGIBILITY; DISQUALIFICATION .....................................................102
Section 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER ..................................102

                                    ARTICLE 8
                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01.  DISCHARGE OF LIABILITY ON NOTES ...................................................102
Section 8.02.  DEFEASANCE ........................................................................103
Section 8.03.  CONDITIONS TO DEFEASANCE ..........................................................104
Section 8.04.  APPLICATION OF TRUST MONEY ........................................................105
Section 8.05.  REPAYMENT TO ISSUER ...............................................................106
Section 8.06.  INDEMNITY FOR GOVERNMENT OBLIGATIONS ..............................................106
Section 8.07.  REINSTATEMENT .....................................................................106

                                    ARTICLE 9
                             AMENDMENTS AND WAIVERS

Section 9.01.  WITHOUT CONSENT OF THE HOLDERS ....................................................107
Section 9.02.  WITH CONSENT OF THE HOLDERS .......................................................108
Section 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT ...............................................109
Section 9.04.  REVOCATION AND EFFECT OF CONSENTS AND WAIVERS .....................................109
Section 9.05.  NOTATION ON OR EXCHANGE OF NOTES ..................................................109
Section 9.06.  TRUSTEE TO SIGN AMENDMENTS ........................................................110
Section 9.07.  PAYMENT FOR CONSENT ...............................................................110
Section 9.08.  ADDITIONAL VOTING TERMS; CALCULATION OF PRINCIPAL AMOUNT AT MATURITY ..............110
</Table>

                                       iii
<Page>

<Table>
<S>            <C>                                                                                <C>
                                   ARTICLE 10
                                    RESERVED

                                   ARTICLE 11
                                    RESERVED

                                   ARTICLE 12
                                    RESERVED

                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01.  TRUST INDENTURE ACT CONTROLS .....................................................111
Section 13.02.  NOTICES ..........................................................................111
Section 13.03.  COMMUNICATION BY THE HOLDERS WITH OTHER HOLDERS ..................................112
Section 13.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT ...............................112
Section 13.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION ....................................112
Section 13.06.  WHEN NOTES DISREGARDED ...........................................................113
Section 13.07.  RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR .....................................113
Section 13.08.  LEGAL HOLIDAYS ...................................................................113
Section 13.09.  GOVERNING LAW ....................................................................113
Section 13.10.  [RESERVED] .......................................................................113
Section 13.11.  NO RECOURSE AGAINST OTHERS .......................................................113
Section 13.12.  SUCCESSORS .......................................................................113
Section 13.13.  MULTIPLE ORIGINALS ...............................................................114
Section 13.14.  TABLE OF CONTENTS; HEADINGS ......................................................114
Section 13.15.  INDENTURE CONTROLS ...............................................................114
Section 13.16.  SEVERABILITY .....................................................................114
</Table>

Appendix A     -      Provisions Relating to Initial Notes, Additional Notes and
                      Exchange Notes

EXHIBIT INDEX

Exhibit A      -      Initial Series A Note
Exhibit B      -      Initial Series B Note
Exhibit C      -      Exchange Series A Note
Exhibit D      -      Exchange Series B Note
Exhibit E      -      Form of Transferee Letter of Representation
Exhibit F      -      Rule 144A Certificate
Exhibit G      -      Institutional Accredited Investor Certificate

                                       iv
<Page>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
  TIA                                                                                                      Indenture
Section                                                                                                     Section
-------                                                                                                    ----------
<S>                                                                                                        <C>
310(a)(1)................................................................................................  7.10
   (a)(2)................................................................................................  7.10
   (a)(3)................................................................................................  N.A.
   (a)(4)................................................................................................  N.A.
   (b)...................................................................................................  7.08; 7.10
   (c)...................................................................................................  N.A.
311(a)...................................................................................................  7.11
   (b)...................................................................................................  7.11
   (c)...................................................................................................  N.A.
312(a)...................................................................................................  2.06
   (b)...................................................................................................  13.03
   (c)...................................................................................................  13.03
313(a)...................................................................................................  7.06
   (b)(1)................................................................................................  N.A.
   (b)(2)................................................................................................  7.06
   (c)...................................................................................................  7.06
   (d)...................................................................................................  4.02; 4.09
314(a)...................................................................................................  4.02; 4.09
   (b)...................................................................................................  N.A.
   (c)(1)................................................................................................  13.04
   (c)(2)................................................................................................  13.04
   (c)(3)................................................................................................  N.A.
   (d)...................................................................................................  N.A.
   (e)...................................................................................................  13.05
   (f)...................................................................................................  4.10
315(a)...................................................................................................  7.01
   (b)...................................................................................................  7.05
   (c)...................................................................................................  7.01
   (d)...................................................................................................  7.01
   (e)...................................................................................................  6.11
316(a)(last sentence)....................................................................................  13.06
   (a)(1)(A).............................................................................................  6.05
   (a)(1)(B).............................................................................................  6.04
   (a)(2)................................................................................................  N.A.
   (b)...................................................................................................  6.07
317(a)(1)................................................................................................  6.08
   (a)(2)................................................................................................  6.09
   (b)...................................................................................................  2.05
318(a)...................................................................................................  13.01
</Table>

                                        v
<Page>

N.A. Means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purposes, be deemed to be
       part of this Indenture.

                                       vi
<Page>

     INDENTURE dated as of September 24, 2004 among Crystal US Holdings 3
L.L.C., a Delaware limited liability company ("CRYSTAL LLC") and Crystal US Sub
3 Corp., a Delaware corporation ("CRYSTAL CORP.", and Crystal LLC and Crystal
Corp. together the "ISSUER") and The Bank of New York, a New York banking
corporation, as trustee.

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of (a) $163,000,000 aggregate
principal amount at maturity of the Issuer's 10% Series A Senior Discount Notes
due October 1, 2014 (the "Original Series A Notes") and $690,000,000 aggregate
principal amount at maturity of the Issuer's 10 1/2% Series B Senior Discount
Notes due October 1, 2014 (the "Original Series B Notes" and together with the
Original Series A Notes, the "Original Notes") issued on the date hereof, (b)
any Additional Notes (as defined herein) that may be exchanged for Original
Notes or otherwise issued after the date hereof in the form of Exhibit A (the
"Initial Series A Notes") or Exhibit B (the "Initial Series B Notes") (all such
securities in clauses (a) and (b) being referred to collectively as the "Initial
Notes"), and (c) if and when issued as provided in the Registration Rights
Agreement (as defined in Appendix A hereto (the "Appendix")) or otherwise
registered under the Securities Act (as defined in the Appendix) and issued, the
Issuer's 10% Series A Senior Discount Notes due October 1, 2014 (the "Exchange
Series A Notes") and the Issuer's 10 1/2% Series B Senior Discount Notes due
October 1, 2014 (the "Exchange Series B Notes" and together with the Exchange
Series A Notes, the "Exchange Notes" and, together with the Initial Notes, the
"NOTES")) issued in the Registered Exchange Offer (as defined in the Appendix)
in exchange for any Initial Notes or otherwise registered under the Securities
Act and issued in the form of Exhibit C or D. Subject to the conditions and
compliance with the covenants set forth in this Indenture, the Issuer (as
defined herein) may issue an unlimited aggregate principal amount at maturity of
Additional Notes.

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01.  DEFINITIONS.

     "ACCRETED VALUE" means (A) with respect to the Initial Notes, as of any
date (the "Specified Date"), the amount provided below for each $1,000 principal
amount at maturity of the Notes:

     (1)       if the Specified Date occurs on one of the following dates (each,
               a "Semi-Annual Accrual Date"), the Accreted Value will equal the
               amount set forth below for such Semi-Annual Accrual Date;

<Page>

<Table>
<Caption>
                            SERIES A SEMI-ANNUAL ACCRUAL DATE                           SERIES A
                                                                                        ACCRETED
                                                                                         VALUE
     <S>                                                                              <C>
     October 1, 2004 .............................................................    $    613.91
     April 1, 2005 ...............................................................    $    644.61
     October 1, 2005 .............................................................    $    676.84
     April 1, 2006 ...............................................................    $    710.68
     October 1, 2006 .............................................................    $    746.22
     April 1, 2007 ...............................................................    $    783.53
     October 1, 2007 .............................................................    $    822.70
     April 1 2008 ................................................................    $    863.84
     October 1, 2008 .............................................................    $    907.03
     April 1, 2009 ...............................................................    $    952.38
     October 1, 2009 .............................................................    $  1,000.00

<Caption>
                            SERIES B SEMI-ANNUAL ACCRUAL DATE                           SERIES B
                                                                                        ACCRETED
                                                                                         VALUE

     <S>                                                                              <C>
     October 1, 2004 .............................................................    $    599.49
     April 1, 2005 ...............................................................    $    630.96
     October 1, 2005 .............................................................    $    664.08
     April 1, 2006 ...............................................................    $    698.95
     October 1, 2006 .............................................................    $    735.64
     April 1, 2007 ...............................................................    $    774.26
     October 1, 2007 .............................................................    $    814.91
     April 1 2008 ................................................................    $    857.70
     October 1, 2008 .............................................................    $    902.73
     April 1, 2009 ...............................................................    $    950.12
     October 1, 2009 .............................................................    $  1,000.00
</Table>

     The foregoing Accreted Values shall be increased, if necessary, to reflect
any accretion of Liquidated Damages payable pursuant to the Registration Rights
Agreement.

     (2)       if the Specified Date occurs before the first Semi-Annual Accrual
               Date, the Accreted Value will equal the sum of (A) the original
               issue price of a note and (B) an amount equal to the product of
               (x) the Accreted Value for the first Semi-Annual Accrual Date
               less such original issue price multiplied by (y) a fraction, the
               numerator of which is the number of days from the Issue Date to
               the Specified Date, using a 360-day year of twelve 30-day months,
               and the denominator of which is the number of days from the Issue
               Date to the first Semi-Annual Accrual Date, using a 360-day year
               of twelve 30-day months;

                                        2
<Page>

     (3)       if the Specified Date occurs between two Semi-Annual Accrual
               Dates, the Accreted Value will equal the sum of (A) the Accreted
               Value for the Semi-Annual Accrual Date immediately preceding such
               Specified Date and (B) an amount equal to the product of (x) the
               Accreted Value for the immediately succeeding Semi-Annual Accrual
               Date less the Accreted Value for the immediately preceding
               Semi-Annual Accrual Date multiplied by (y) a fraction, the
               numerator of which is the number of days from the immediately
               preceding Semi-Annual Accrual Date to the Specified Date, using a
               360-day year of twelve 30-day months, and the denominator of
               which is 180; or

     (4)       if the Specified Date occurs after the last Semi-Annual Accrual
               Date, the Accreted Value will equal $1,000;

     (B)       with respect to the Additional Notes, the Accreted Value will be
               set forth in such Additional Notes.

     "ACQUIRED DEBT" means, with respect to any specified Person:

               (1)     Indebtedness of any other Person existing at the time
     such other Person is merged with or into or became a Restricted Subsidiary
     of such specified Person, and

               (2)     Indebtedness secured by an existing Lien encumbering any
     asset acquired by such specified Person,

but excluding in any event Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Restricted Subsidiary of, such specified Person.

     "ACQUISITION" means the initial acquisition of capital stock of CAG by the
Purchaser pursuant to the Offer Document relating to such acquisition dated as
of January 30, 2004, as amended by press release on March 12, 2004.

     "ACQUISITION CLOSING DATE" means April 6, 2004.

     "ADDITIONAL SERIES A NOTES" means 10% Series A Senior Discount Notes due
2014 issued under the terms of this Indenture subsequent to the Issue Date.

     "ADDITIONAL SERIES B NOTES" means 10 1/2% Series B Senior Discount Notes
due 2014 issued under the terms of this Indenture subsequent to the Issue Date.

     "ADDITIONAL NOTES" means Additional Series A Notes and Additional Series B
Notes.

                                        3
<Page>

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

     "APPLICABLE CURRENCY EQUIVALENT" means, with respect to any monetary amount
in a currency other than U.S. Dollars at any time for the determination thereof,
the amount of U.S. Dollars, obtained by converting such foreign currency
involved in such computation into U.S. Dollars at the spot rate for the purchase
of U.S. Dollars, with the applicable foreign currency as quoted by Reuters at
approximately 10:00 A.M. (New York time) on the date not more than two Business
Days prior to such determination.

     "APPLICABLE PREMIUM" means, with respect to any Note on the applicable
Redemption Date, the greater of:

               (1)     1.0% of the then outstanding Accreted Value of the Note;
     and

               (2)     the excess of:

                       (a)     the present value at such redemption date of the
               redemption price of the Series A Notes or the Series B Notes, as
               applicable, at October 1, 2009 (such redemption price being set
               forth in the table appearing below under Section 3.01 (b)),
               computed using a discount rate equal to the Treasury Rate as of
               such redemption date plus 50 basis points; over

                       (b)     the then outstanding Accreted Value of the Note.

     "ASSET SALE" means:

               (1)     the sale, conveyance, transfer or other disposition
     (whether in a single transaction or a series of related transactions) of
     property or assets of Crystal LLC or any Restricted Subsidiary (each
     referred to in this definition as a "disposition"); or

               (2)     the issuance or sale of Equity Interests of any
     Restricted Subsidiary (whether in a single transaction or a series of
     related transactions);

in each case other than:

                                        4
<Page>

               (a)     a disposition of Cash Equivalents or obsolete or worn out
     property or equipment in the ordinary course of business or inventory (or
     other assets) held for sale in the ordinary course of business;

               (b)     the disposition of all or substantially all of the assets
     of the Issuer in a manner permitted pursuant to Article 5 hereof or any
     disposition that constitutes a Change of Control;

               (c)     any Restricted Payment or Permitted Investment that is
     permitted to be made, and is made, pursuant to Section 4.04;

               (d)     any disposition of assets or issuance or sale of Equity
     Interests of any Restricted Subsidiary in any transaction or series of
     transactions with an aggregate Fair Market Value of less than $10.0
     million;

               (e)     any disposition of property or assets or issuance of
     securities by a Restricted Subsidiary to Crystal LLC or by Crystal LLC or a
     Restricted Subsidiary to another Restricted Subsidiary;

               (f)     the lease, assignment or sublease of any real or personal
     property in the ordinary course of business;

               (g)     any sale of Equity Interests in, or Indebtedness or other
     securities of, an Unrestricted Subsidiary (with the exception of
     Investments in Unrestricted Subsidiaries acquired pursuant to clause (1) of
     the definition of "Permitted Investments");

               (h)     sales of assets received by Crystal LLC or any Restricted
     Subsidiary upon foreclosure on a Lien;

               (i)     sales of Securitization Assets and related assets of the
     type specified in the definition of "Securitization Financing" to a
     Securitization Subsidiary in connection with any Qualified Securitization
     Financing;

               (j)     a transfer of Securitization Assets and related assets of
     the type specified in the definition of "Securitization Financing" (or a
     fractional undivided interest therein) by a Securitization Subsidiary in a
     Qualified Securitization Financing;

               (k)     any exchange of assets for assets related to a Permitted
     Business of comparable market value, as determined in good faith by Crystal
     LLC, which in the event of an exchange of assets with a fair market value
     in excess of (1) $20.0 million shall be evidenced by an Officers'
     Certificate of Crystal LLC, and (2) $40.0 million shall be set

                                        5
<Page>

     forth in a resolution approved in good faith by at least a majority of the
     Board of Directors of Crystal LLC; and

               (l)     the sale of all or substantially all of the Equity
     Interests of, or assets of, Celanese Advanced Materials, Inc. for gross
     cash consideration of at least $13 million.

     "AUTHORIZED PERSON" of any Person means a person duly authorized by the
Managers, Member or the Board of Directors of such Person to act on behalf of
such Person.

     "BANK DEBT" means any debt facility with a commercial bank lender or a
syndicate of commercial bank lenders, providing for revolving credit loans, term
loans or letters of credit, in each case, as amended, restated, supplemented,
modified, renewed, refunded, replaced or refinanced from time to time by a
commercial bank lender or a syndicate of commercial bank lenders.

     "BCP CRYSTAL" means BCP Caylux Holdings Luxembourg S.C.A., the issuer of
the Existing Notes and, after the Restructuring Date, US Holdco.

     "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 that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

     "BOARD OF DIRECTORS" means

               (a)     with respect to a corporation, the board of directors of
     the corporation;

               (b)     with respect to a partnership (including a SOCIETE EN
     COMMANDITE PAR ACTIONS) or a limited liability company, the Board of
     Directors of the general partner or the limited liability company or the
     manager or managers of the partnership or limited liability company, as the
     case may be; and

               (c)     with respect to any other Person, the board or committee
     of such Person serving a similar function.

     "BUSINESS DAY" means a day other than a Saturday, Sunday or other day on
which banking institutions are authorized or required by law to close in New
York City.

                                        6
<Page>

     "CAC" means Celanese Americas Corporation, a Delaware corporation.

     "CAG" means Celanese AG, a corporation organized under the laws of the
Federal Republic of Germany.

     "CAPITAL STOCK" means:

               (1)     in the case of a corporation, corporate stock;

               (2)     in the case of an association or business entity, any and
     all shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

               (3)     in the case of a partnership or limited liability
     company, partnership or membership interests (whether general or limited);
     and

               (4)     any other interest or participation that confers on a
     Person the right to receive a share of the profits and losses of, or
     distributions of assets of, the issuing Person.

     "CAPITALIZED LEASE OBLIGATION" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized and reflected as a liability on
a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

     "CAPTIVE INSURANCE SUBSIDIARIES" means Celwood Insurance Company and Elwood
Insurance Limited, and any successor to either of them, in each case to the
extent such Person constitutes a Subsidiary.

     "CASH CONTRIBUTION AMOUNT" means the aggregate amount of cash contributions
made to the capital of the Issuer described in the definition of "Contribution
Indebtedness."

     "CASH EQUIVALENTS" means:

               (1)     U.S. Dollars, pounds sterling, Euros, or, in the case of
     any foreign subsidiary, such local currencies held by it from time to time
     in the ordinary course of business;

               (2)     direct obligations of the United States of America or any
     member of the European Union or any agency thereof or obligations
     guaranteed by the United States of America or any member of the European
     Union or any agency thereof, in each case with maturities not exceeding two
     years;

                                        7
<Page>

               (3)     certificates of deposit, time deposits and eurodollar
     time deposits with maturities of 12 months or less from the date of
     acquisition, bankers' acceptances with maturities not exceeding 12 months
     and overnight bank deposits, in each case, with any lender party to the
     Credit Agreement or with any commercial bank having capital and surplus in
     excess of $500,000,000;

               (4)     repurchase obligations for underlying securities of the
     types described in clauses (2) and (3) above entered into with any
     financial institution meeting the qualifications specified in clause (3)
     above;

               (5)     commercial paper maturing within 12 months after the date
     of acquisition and having a rating of at least A-1 from Moody's or P-1 from
     S&P;

               (6)     securities with maturities of two years or less from the
     date of acquisition issued or fully guaranteed by any State, commonwealth
     or territory of the United States of America, or by any political
     subdivision or taxing authority thereof, and rated at least A by S&P or A-2
     by Moody's;

               (7)     investment funds at least 95% of the assets of which
     constitute Cash Equivalents of the kinds described in clauses (1) through
     (6) of this definition; and

               (8)     money market funds that (i) comply with the criteria set
     forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated
     AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least
     $500.0 million.

     "CAYMAN 2" means BCP Crystal Holdings Ltd. 2, an exempted company organized
under the laws of the Cayman Islands.

     "CHANGE OF CONTROL" means the occurrence of any of the following:

               (1)     the sale, lease, transfer or other conveyance, in one or
     a series of related transactions, of all or substantially all of the assets
     of the Issuer and its Subsidiaries, taken as a whole, to any Person other
     than a Permitted Holder;

               (2)     either the Parent or the Issuer becomes aware of (by way
     of a report or any other filing pursuant to Section 13(d) of the Exchange
     Act, proxy, vote, written notice or otherwise) the acquisition by any
     Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
     of the Exchange Act, or any successor provision), including any group
     acting for the purpose of acquiring, holding or disposing of securities
     (within the

                                        8
<Page>

     meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the
     Permitted Holders, in a single transaction or in a related series of
     transactions, by way of merger, consolidation or other business combination
     or purchase of beneficial ownership (within the meaning of Rule 13d-3 under
     the Exchange Act, or any successor provision), of 50% or more of the total
     voting power of the Voting Stock of the Issuer or any of its direct or
     indirect parent corporations;

               (3)     (A) prior to the first public offering of common stock of
     either the Parent or the Issuer, the first day on which the Board of
     Directors of the Parent shall cease to consist of a majority of directors
     who (i) were members of the Board of Directors of the Parent on the Issue
     Date or (ii) were either (x) nominated for election by the Board of
     Directors of the Parent, a majority of whom were directors on the Issue
     Date or whose election or nomination for election was previously approved
     by a majority of such directors, or (y) designated or appointed by a
     Permitted Holder (each of the directors selected pursuant to clauses (A)(i)
     and (A)(ii), "CONTINUING DIRECTORS") and (B) after the first public
     offering of common stock of either the Parent or the Issuer, (i) if such
     public offering is of common stock of the Parent, the first day on which a
     majority of the members of the Board of Directors of the Parent are not
     Continuing Directors or (ii) if such public offering is of the Issuer's
     common stock, the first day on which a majority of the members of the Board
     of Directors of the Issuer are not Continuing Directors; or

               (4)     at any time prior to the Restructuring Date, (i) the
     Issuer shall fail to own beneficially 100% of the issued and outstanding
     Voting Stock of BCP Crystal, (ii) BCP Crystal shall fail to own directly,
     beneficially and of record, 100% of the issued and outstanding Voting Stock
     of LP GmbH, (iii) LP GmbH shall fail to own directly, beneficially and of
     record, 100% of the issued and outstanding Voting Stock of Midco, (iv)
     Midco shall fail to own directly, beneficially and of record, 100% of the
     issued and outstanding Voting Stock of the Purchaser or (v) the Purchaser
     shall fail to own directly, beneficially and of record (x) prior to any
     Squeeze-Out, 75% and (y) after any Squeeze-Out, 100% of the issued and
     outstanding Equity Interests of CAG, excluding (A) treasury shares held by
     CAG, (B) rights to purchase, warrants and options and (C) in the case of
     clause (y), shares issued upon exercise of securities described in the
     preceding clause (B), PROVIDED that the aggregate number of ordinary shares
     for which the rights to purchase, warrants and options issued pursuant to
     clause (B) are exercisable, and the aggregate number of ordinary shares
     issued pursuant to clause (C), does not exceed in the aggregate 1,500,000
     ordinary shares of CAG.

                                        9
<Page>

     "CODE" means the United States Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code, as in effect on June
8, 2004, and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

     "COMMISSION" means the Securities and Exchange Commission.

     "CONSOLIDATED" means, with respect to any Person, such Person consolidated
with its Restricted Subsidiaries, and shall not include any Unrestricted
Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall
be accounted for as an Investment.

     "CONSOLIDATED DEPRECIATION AND AMORTIZATION EXPENSE" means with respect to
any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of deferred financing fees, of such Person
and its Restricted Subsidiaries for such period on a consolidated basis and
otherwise determined in accordance with GAAP.

     "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for any
period:

               (1)     the sum, without duplication, of:

                       (a)     consolidated interest expense of such Person and
               its Restricted Subsidiaries for such period (including
               amortization of original issue discount, the interest component
               of Capitalized Lease Obligations and net payments (if any)
               pursuant to interest rate Hedging Obligations, but excluding
               amortization of deferred financing fees, expensing of any bridge
               or other financing fees and expenses and any interest expense on
               Indebtedness of a third party that is not an Affiliate of the
               Issuer or any of its Subsidiaries and that is attributable to
               supply or lease arrangements as a result of consolidation under
               FIN 46R or attributable to "take-or-pay" contracts accounted for
               in a manner similar to a capital lease under EITF 01-8, in either
               case so long as the underlying obligations under any such supply
               or lease arrangement or such "take-or-pay" contract are not
               treated as Indebtedness as provided in clause (2) of the proviso
               to the definition of Indebtedness);

                       (b)     consolidated capitalized interest of such Person
               and its Restricted Subsidiaries for such period, whether paid or
               accrued (including, without limitation, Securitization Fees); and

                                       10
<Page>

                       (c)     guaranteed fixed annual payment (AUSGLEICH) paid
               or payable to CAG minority shareholders pursuant to the
               Domination Agreement for such period;

               (2)     less:

                       interest income of such Person and its Restricted
               Subsidiaries (other than cash interest income of the Captive
               Insurance Subsidiaries) for such period.

     "CONSOLIDATED NET INCOME" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, and otherwise determined in accordance
with GAAP; PROVIDED, HOWEVER, that:

               (1)     any net after-tax extraordinary, unusual or nonrecurring
     gains or losses (less all fees and expenses relating thereto) or income or
     expense or charge (including, without limitation, severance, relocation and
     other restructuring costs) including, without limitation, any severance
     expense, and fees, expenses or charges related to any offering of Equity
     Interests of such Person, any Investment, acquisition or Indebtedness
     permitted to be incurred hereunder (in each case, whether or not
     successful), including all fees, expenses, charges and change in control
     payments related to the Transactions, in each case shall be excluded;

               (2)     the Net Income for such period shall not include the
     cumulative effect of a change in accounting principles during such period;

               (3)     any net after-tax income or loss from discontinued
     operations and any net after-tax gain or loss on disposal of discontinued
     operations shall be excluded;

               (4)     any net after-tax gains or losses (less all fees and
     expenses or charges relating thereto) attributable to business dispositions
     or asset dispositions other than in the ordinary course of business (as
     determined in good faith by the Board of Directors of the Issuer) shall be
     excluded;

               (5)     any net after-tax income or loss (less all fees and
     expenses or charges relating thereto) attributable to the early
     extinguishment of indebtedness shall be excluded;

               (6)     an amount equal to the amount of Tax Distributions
     actually made to the holders of capital stock of the Parent in respect of
     the net taxable income allocated by such Person to such holders for such

                                       11
<Page>

     period to the extent funded by the Issuer shall be included as though such
     amounts had been paid as income taxes directly by such Person;

               (7)     (a) the Net Income for such period of any Person that is
     not a Subsidiary, or that is an Unrestricted Subsidiary, or that is
     accounted for by the equity method of accounting, shall be included only to
     the extent of the amount of dividends or distributions or other payments in
     respect of equity that are actually paid in cash (or to the extent
     converted into cash) by the referent Person to the Issuer or a Restricted
     Subsidiary thereof in respect of such period and (b) the Net Income for
     such period shall include any dividend, distribution or other payments in
     respect of equity paid in cash by such Person to the Issuer or a Restricted
     Subsidiary thereof in excess of the amounts included in clause (a);

               (8)     any increase in amortization or depreciation or any
     one-time non-cash charges (such as purchased in-process research and
     development or capitalized manufacturing profit in inventory) resulting
     from purchase accounting in connection with the Transactions or any
     acquisition that is consummated prior to or after the Issue Date shall be
     excluded;

               (9)     accruals and reserves that are established within twelve
     months after the Acquisition Closing Date and that are so required to be
     established as a result of the Transactions in accordance with GAAP shall
     be excluded;

               (10)    any non-cash impairment charges resulting from the
     application of Statements of Financial Accounting Standards No. 142 and No.
     144 and the amortization of intangibles pursuant to Statement of Financial
     Accounting Standards No. 141, shall be excluded;

               (11)    any non-cash compensation expense realized from grants of
     stock appreciation or similar rights, stock options or other rights to
     officers, directors and employees of such Person or any of its Restricted
     Subsidiaries shall be excluded;

               (12)    solely for the purpose of determining the amount
     available for Restricted Payments under Section 4.04(a)(3)(A), the Net
     Income for such period of any Restricted Subsidiary (other than a
     Guarantor) shall be excluded if the declaration or payment of dividends or
     similar distributions by that Restricted Subsidiary of its Net Income is
     not at the date of determination permitted without any prior governmental
     approval (which has not been obtained) or, directly or indirectly, by the
     operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule, or governmental regulation
     applicable to that Restricted

                                       12
<Page>

     Subsidiary or its stockholders, unless (i) such restriction with respect to
     the payment of dividends or in similar distributions has been legally
     waived or (ii) such restriction on BCP Crystal and Cayman 2 is permitted by
     Section 4.05 or any other restriction permitted under the Existing Notes;
     PROVIDED that Consolidated Net Income of such Person shall be increased by
     the amount of dividends or distributions or other payments that are
     actually paid in cash (or to the extent converted into cash) by such Person
     to the Issuer or another Restricted Subsidiary thereof in respect of such
     period, to the extent not already included therein; and

               (13)    cost of sales will be reflected on a FIFO basis.

     Notwithstanding the foregoing, for the purpose of Section 4.04 only (other
than Section 4.04(a)(3)(D)), there shall be excluded from Consolidated Net
Income any income arising from any sale or other disposition of Restricted
Investments made by the Issuer and the Restricted Subsidiaries, any repurchases
and redemptions of Restricted Investments by the Issuer and the Restricted
Subsidiaries, any repayments of loans and advances which constitute Restricted
Investments by the Issuer and any Restricted Subsidiary, any sale of the stock
of an Unrestricted Subsidiary or any distribution or dividend from an
Unrestricted Subsidiary, in each case only to the extent such amounts increase
the amount of Restricted Payments permitted under Section 4.04(a)(3)(D).

     "CONTINGENT OBLIGATIONS" means, with respect to any Person, any obligation
of such Person guaranteeing any leases, dividends or other obligations that do
not constitute Indebtedness ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent:

               (1)     to purchase any such primary obligation or any property
     constituting direct or indirect security therefor,

               (2)     to advance or supply funds:

                       (a)     for the purchase or payment of any such primary
               obligation; or

                       (b)     to maintain working capital or equity capital of
               the primary obligor or otherwise to maintain the net worth or
               solvency of the primary obligor; or

               (3)     to purchase property, securities or services primarily
     for the purpose of assuring the owner of any such primary obligation of the
     ability of the primary obligor to make payment of such primary obligation
     against loss in respect thereof.

                                       13
<Page>

     "CONTRIBUTION INDEBTEDNESS" means Indebtedness of the Issuer or any
Restricted Subsidiary in an aggregate principal amount not greater than twice
the aggregate amount of cash contributions (other than Excluded Contributions)
without duplication made to the capital of the Issuer or BCP Crystal or any of
its Restricted Subsidiaries after the Issue Date ; PROVIDED that:

               (1)     if the aggregate principal amount of such Contribution
     Indebtedness of the Issuer is greater than the aggregate amount of such
     cash contributions to the capital of the Issuer, the amount in excess shall
     be Indebtedness (other than Secured Indebtedness) with a Stated Maturity
     later than the Stated Maturity of the Existing Notes, and

               (2)     such Contribution Indebtedness (a) is Incurred within 180
     days after the making of such cash contribution and (b) is so designated as
     Contribution Indebtedness pursuant to an Officers' Certificate on the
     Incurrence date thereof.

     "CREDIT AGREEMENT" means that certain Credit Agreement, dated as of April
6, 2004, among Cayman 2, BCP Crystal, certain other subsidiaries of BCP Crystal
from time to time party thereto, the Lenders party thereto, Deutsche Bank AG,
New York Branch, as Administrative Agent, Morgan Stanley Senior Funding, Inc.,
as Global Coordinator, Deutsche Bank Securities Inc. and Morgan Stanley Senior
Funding, Inc. as Joint Lead Arrangers, ABN AMRO Bank N.V., Bank of America, N.A.
and General Electric Capital Corporation, as Documentation Agents and Bayerische
Hypo- und Vereinsbank AG, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia,
KfW and Commerzbank AG, as Senior Managing Agents, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, restated, supplemented,
modified, renewed, refunded, replaced or refinanced from time to time in one or
more agreements or indentures (in each case with the same or new borrowers,
lenders or institutional investors), including any agreement or indenture
extending the maturity thereof or otherwise restructuring all or any portion of
the Indebtedness thereunder or increasing the amount loaned or issued thereunder
or altering the maturity thereof.

     "CRYSTAL LLC" means Crystal US Holdings 3 L.L.C., a Delaware limited
liability company.

     "CRYSTAL CORP." means Crystal US Sub 3 Corp., a Delaware corporation.

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

     "DESIGNATED NON-CASH CONSIDERATION" means the fair market value of non-cash
consideration received by Crystal LLC or one of its Restricted

                                       14
<Page>

Subsidiaries in connection with an Asset Sale that is so designated as
Designated Non-cash Consideration pursuant to an Officers' Certificate setting
forth the basis of such valuation, less the amount of cash or Cash Equivalents
received in connection with a subsequent sale of such Designated Non-cash
Consideration.

     "DESIGNATED PREFERRED STOCK" means Preferred Stock of Crystal LLC, BCP
Crystal or any direct or indirect parent company of BCP Crystal or Crystal LLC
(other than Disqualified Stock), that is issued for cash (other than to the
Issuer or any of its Subsidiaries or an employee stock ownership plan or trust
established by the Issuer or any of its Subsidiaries) and is so designated as
Designated Preferred Stock, pursuant to an Officers' Certificate, on the
issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in Section 4.04(a)(3).

     "DISQUALIFIED STOCK" means, with respect to any Person, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which
it is convertible or for which it is putable or exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable (other than as a
result of a change of control or asset sale), pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof
(other than as a result of a change of control or asset sale), in whole or in
part, in each case prior to the date 91 days after the earlier of the Final
Maturity Date of the Notes or the date the Notes are no longer outstanding;
PROVIDED, however, that if such Capital Stock is issued to any plan for the
benefit of employees of the Issuer or its Subsidiaries or by any such plan to
such employees, such Capital Stock shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Issuer or its
Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

     "DOMESTIC SUBSIDIARY" means a Restricted Subsidiary that is not a Foreign
Subsidiary.

     "DOMINATION AGREEMENT" means the domination and profit and loss transfer
agreement (BEHERRSCHUNGS- UND GEWINNABFUHRUNGSVERTRAG) between CAG and the
Purchaser.

     "EBITDA" means, with respect to any Person for any period, the Consolidated
Net Income of such Person for such period (A) plus, without duplication, and in
each case to the extent deducted in calculating Consolidated Net Income for such
period:

               (1)     provision for taxes based on income, profits or capital
     of such Person for such period, including, without limitation, state,
     franchise and similar taxes (such as the Texas franchise tax and Michigan
     single

                                       15
<Page>

     business tax) (including any Tax Distribution taken into account in
     calculating Consolidated Net Income); plus

               (2)     Consolidated Interest Expense of such Person for such
     period; plus

               (3)     Consolidated Depreciation and Amortization Expense of
     such Person for such period; plus

               (4)     any reasonable expenses or charges related to any Equity
     Offering, Permitted Investment, acquisition, recapitalization or
     Indebtedness permitted to be incurred under this Indenture or to the
     Transactions; plus

               (5)     the amount of any restructuring charges (which, for the
     avoidance of doubt, shall include retention, severance, systems
     establishment cost or excess pension charges); plus

               (6)     the minority interest expense consisting of subsidiary
     income attributable to minority equity interests of third parties in any
     non-Wholly Owned Subsidiary in such period or any prior period, except to
     the extent of dividends declared or paid on Equity Interests held by third
     parties; plus

               (7)     the non-cash portion of "straight-line" rent expense;
     plus

               (8)     the amount of any expense to the extent a corresponding
     amount is received in cash by the Issuer and its Restricted Subsidiaries
     from a Person other than the Issuer or any Subsidiary of the Issuer under
     any agreement providing for reimbursement of any such expense, provided
     such reimbursement payment has not been included in determining
     Consolidated Net Income or EBITDA (it being understood that if the amounts
     received in cash under any such agreement in any period exceed the amount
     of expense in respect of such period, such excess amounts received may be
     carried forward and applied against expense in future periods); plus

               (9)     the amount of management, consulting, monitoring and
     advisory fees and related expenses paid to Blackstone or any other
     Permitted Holder (or any accruals related to such fees and related
     expenses) during such period; provided that such amount shall not exceed in
     any four quarter period the greater of (x) $5.0 million and (y) 2% of
     EBITDA of the Issuer and its Restricted Subsidiaries for each period
     (assuming for purposes of this clause (y) that the amount to be added to
     Consolidated Net Income under this clause (9) is $5.0 million); plus

                                       16
<Page>

               (10)    without duplication, any other non-cash charges
     (including any impairment charges and the impact of purchase accounting,
     including, but not limited to, the amortization of inventory step-up)
     (excluding any such charge that represents an accrual or reserve for a cash
     expenditure for a future period); plus

               (11)    any net losses resulting from Hedging Obligations entered
     into in the ordinary course of business relating to intercompany loans, to
     the extent that the notional amount of the related Hedging Obligation does
     not exceed the principal amount of the related intercompany loan;

and (B) less the sum of, without duplication,

               (1)     non-cash items increasing Consolidated Net Income for
     such period (excluding any items which represent the reversal of any
     accrual of, or cash reserve for, anticipated cash charges or asset
     valuation adjustments made in any prior period);

               (2)     the minority interest income consisting of subsidiary
     losses attributable to the minority equity interests of third parties in
     any non-Wholly Owned Subsidiary;

               (3)     the cash portion of "straight-line" rent expense which
     exceeds the amount expensed in respect of such rent expense; and

               (4)     any net gains resulting from Hedging Obligations entered
     into in the ordinary course of business relating to intercompany loans, to
     the extent that the notional amount of the related Hedging Obligation does
     not exceed the principal amount of the related intercompany loan.

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

     "EQUITY OFFERING" means any public or private sale of common stock or
Preferred Stock of the Issuer or any or its direct or indirect parent
corporations (excluding Disqualified Stock), other than (i) public offerings
with respect to common stock of the Issuer or of any direct or indirect parent
corporation of the Issuer registered on Form S-8 and (ii) any such public or
private sale that constitutes an Excluded Contribution.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

     "EXCHANGE OFFER REGISTRATION STATEMENT" means the registration statement
filed with the SEC in connection with the Registered Exchange Offer.

                                       17
<Page>

     "EXCLUDED CONTRIBUTION" means the net cash proceeds, marketable securities
or Qualified Proceeds, in each case received by Crystal LLC and its Restricted
Subsidiaries from:

               (1)     contributions to its common equity capital, and

               (2)     the sale (other than to a Subsidiary or to any management
     equity plan or stock option plan or any other management or employee
     benefit plan or agreement of Crystal LLC or any Subsidiary) of Capital
     Stock (other than Disqualified Stock),

in each case designated as Excluded Contributions pursuant to an Officers'
Certificate on the date such capital contributions are made or the date such
Equity Interests are sold, as the case may be, which are excluded from the
calculation set forth in Section 4.04(a)(3) hereof.

     "EXISTING INDEBTEDNESS" means Indebtedness of the Issuer and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the Issue Date and including the Existing Notes and the Floating Rate Term
Loan.

     "EXISTING NOTES" means the $1,225,000,000 aggregate principal amount of 9
5/8% Senior Subordinated Notes Due 2014 of BCP Crystal and the EURO 200,000,000
aggregate principal amount of 10 3/8% Senior Subordinated Notes Due 2014 of BCP
Crystal issued on June 8, 2004 and July 1, 2004.

     "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.

      "FIXED CHARGE COVERAGE RATIO" means, with respect to any Person for any
period consisting of such Person and its Restricted Subsidiaries' most recently
ended four fiscal quarters for which internal financial statements are
available, the ratio of EBITDA of such Person for such period to the Fixed
Charges of such Person for such period. In the event that the Issuer or any
Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or
issues or repays Disqualified Stock or Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee or repayment of Indebtedness, or such issuance or
redemption of Disqualified Stock or Preferred Stock, as if the same had occurred
at the beginning of the applicable four-quarter period.

                                       18
<Page>

     For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations (as determined in accordance
with GAAP) that have been made by the Issuer or any Restricted Subsidiary during
the four-quarter reference period or subsequent to such reference period and on
or prior to or simultaneously with the Calculation Date shall be calculated on a
pro forma basis assuming that all such Investments, acquisitions, dispositions,
mergers, consolidations (and the change in any associated fixed charge
obligations and the change in EBITDA resulting therefrom) had occurred on the
first day of the four-quarter reference period. If since the beginning of such
period any Person (that subsequently became a Restricted Subsidiary or was
merged with or into the Issuer or any Restricted Subsidiary since the beginning
of such period) shall have made any Investment, acquisition (including the
Transactions), disposition, merger, consolidation that would have required
adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio
shall be calculated giving pro forma effect thereto for such period as if such
Investment, acquisition (including the Transactions), disposition, merger,
consolidation or Discontinued Operation had occurred at the beginning of the
applicable four-quarter period.

     For purposes of this definition, whenever pro forma effect is to be given
to an acquisition (including the Transactions) or other Investment and the
amount of income or earnings relating thereto, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer
(or, if there is no such Officer, an Authorized Person) of the Issuer and shall
comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the
Commission, except that such pro forma calculations may include operating
expense reductions for such period resulting from the acquisition (including the
Transactions), which is being given pro forma effect, that have been realized or
for which the steps necessary for realization have been taken or are reasonably
expected to be taken within six months following any such acquisition,
including, but not limited to, the execution or termination of any contracts,
the termination of any personnel or the closing (or approval by the Board of
Directors of the Issuer of any closing) of any facility, as applicable, provided
that, in either case, such adjustments are set forth in an Officers' Certificate
(which, if the Issuer has such officers, shall be signed by the Issuer's chief
financial officer and another Officer) which states (i) the amount of such
adjustment or adjustments, (ii) that such adjustment or adjustments are based on
the reasonable good faith beliefs of the Officers executing such Officers'
Certificate at the time of such execution and (iii) that any related incurrence
of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the Calculation Date had been the applicable rate for the entire period (taking
into account any Hedging Obligations applicable to such Indebtedness). Interest
on a Capitalized Lease Obligation shall be deemed to

                                       19
<Page>

accrue at an interest rate reasonably determined by a responsible financial or
accounting officer of the Issuer (or, if there is no such officer, an Authorized
Person) to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP. For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility computed
on a pro forma basis shall be computed based upon the average daily balance of
such Indebtedness during the applicable period. Interest on Indebtedness that
may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the Issuer may designate.

     "FIXED CHARGES" means, with respect to any Person for any period, the sum
of, without duplication:

               (1)     Consolidated Interest Expense of such Person for such
     period,

               (2)     all cash dividends paid, accrued and/or scheduled to be
     paid r accrued during such period (excluding items eliminated in
     consolidation) on any series of Preferred Stock of such Person, and

               (3)     all cash dividends paid, accrued and/or scheduled to be
     paid r accrued during such period (excluding items eliminated in
     consolidation) on any series of Disqualified Stock.

     "FLOATING RATE TERM LOAN" means that certain Credit Agreement, dated as of
June 8, 2004, among Cayman 2, BCP Crystal, certain other subsidiaries of the
Issuer from time to time party thereto, the Lenders party thereto, Deutsche Bank
AG, New York Branch, as Administrative Agent and as Collateral Agent, Morgan
Stanley Senior Funding, Inc. as Global Coordinator, and Deutsche Bank Securities
Inc. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers, including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, restated,
supplemented, modified, renewed, refunded, replaced or refinanced from time to
time in one or more agreements or indentures (in each case with the same or new
lenders or institutional investors), including any agreement or indenture
extending the maturity thereof or otherwise restructuring all or any portion of
the Indebtedness thereunder or increasing the amount loaned or issued thereunder
or altering the maturity thereof

     "FLOW THROUGH ENTITY" means an entity that is treated as a partnership not
taxable as a corporation, a grantor trust or a disregarded entity for United
States federal income tax purposes or subject to treatment on a comparable basis
for purposes of state, local or foreign tax law.

                                       20
<Page>

     "FOREIGN SUBSIDIARY" means a Restricted Subsidiary not organized or
existing under the laws of the United States of America or any state or
territory thereof and any direct or indirect subsidiary of such Restricted
Subsidiary.

     "GAAP" means generally accepted accounting principles in the United States
in effect on June 8, 2004.

     "GOVERNMENT SECURITIES" means securities that are:

               (1)     direct obligations of the United States of America for
     the timely payment of which its full faith and credit is pledged; or

               (2)     obligations of a Person controlled or supervised by and
     acting as an agency or instrumentality of the United States of America the
     timely payment of which is unconditionally guaranteed as a full faith and
     credit obligation by the United States of America;

which, in either case, are not callable or redeemable at the option of the
issuers thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such Government Securities or a specific payment of principal of or
interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Securities or the specific payment
of principal of or interest on the Government Securities evidenced by such
depository receipt.

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

     "GUARANTEE" means any guarantee of the obligations of the Issuer under the
Indenture and the Notes by a Guarantor in accordance with the provisions of the
Indenture. When used as a verb, "Guarantee" shall have a corresponding meaning.

     "GUARANTOR" means any Person that incurs a Guarantee of the Notes; PROVIDED
that upon the release and discharge of such Person from its Guarantee in
accordance with this Indenture, such Person shall cease to be a Guarantor.

     "HC ACTIVITIES" means such activities to be undertaken by (i) the
Purchaser, Midco or LP GmbH as reasonably determined by Cayman 2 to be

                                       21
<Page>

required to enable the Purchaser, Midco or LP GmbH, as the case may be, to
obtain and continue holding company status under German tax law and (ii) the
Purchaser as reasonably determined by Cayman 2 to be required to enable the
Purchaser to satisfy the requirements of German tax law regarding the head of a
fiscal unity.

     "HC CORPORATION" means, with respect to the Purchaser, a subsidiary thereof
acquired through HC Investments.

     "HC INVESTMENTS" means Investments (including through transfer from another
Subsidiary) made by (i) the Purchaser, Midco or LP GmbH in acquiring two
corporate subsidiaries (or in the case of the Purchaser, a second corporate
subsidiary) and (ii) the Purchaser in a "trade business," PROVIDED that such
Investments shall be at the minimum amount reasonably determined by Cayman 2 to
permit (x) the Purchaser, Midco or LP GmbH, as the case may be, to obtain and
continue holding company status under German tax law or (y) the Purchaser to
satisfy the requirements of German tax law fiscal unity requirements.

     "HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of
such Person under:

               (1)     currency exchange, interest rate or commodity swap
     agreements, currency exchange, interest rate or commodity cap agreements
     and currency exchange, interest rate or commodity collar agreements; and

               (2)     other agreements or arrangements designed to protect such
     Person against fluctuations in currency exchange, interest rates or
     commodity prices.

     "HOLDER" means the Person in whose name a Note is registered on the
Registrar's books.

     "INDEBTEDNESS" means, with respect to any Person:

               (a)     any indebtedness (including principal and premium) of
     such Person, whether or not contingent;

                       (i)     in respect of borrowed money;

                       (ii)    evidenced by bonds, notes, debentures or similar
               instruments or letters of credit (or, without double counting,
               reimbursement agreements in respect thereof);

                                       22
<Page>

                       (iii)   representing the balance deferred and unpaid of
               the purchase price of any property (including Capitalized Lease
               Obligations), except (A) any such balance that constitutes a
               trade payable or similar obligation to a trade creditor, in each
               case accrued in the ordinary course of business and (B)
               reimbursement obligations in respect of trade letters of credit
               obtained in the ordinary course of business with expiration dates
               not in excess of 365 days from the date of issuance (x) to the
               extent undrawn or (y) if drawn, to the extent repaid in full
               within 20 business days of any such drawing; or

                       (iv) representing any Hedging Obligations;

     if and to the extent that any of the foregoing Indebtedness (other than
     letters of credit and Hedging Obligations) would appear as a liability upon
     a balance sheet (excluding the footnotes thereto) of such Person prepared
     in accordance with GAAP;

               (b)     Disqualified Stock of such Person,

               (c)     to the extent not otherwise included, any obligation by
     such Person to be liable for, or to pay, as obligor, guarantor or
     otherwise, on the Indebtedness of another Person (other than by endorsement
     of negotiable instruments for collection in the ordinary course of
     business);

               (d)     to the extent not otherwise included, Indebtedness of
     another Person secured by a Lien on any asset owned by such Person (whether
     or not such Indebtedness is assumed by such Person); and

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

     PROVIDED, HOWEVER, that

               (1)     Contingent Obligations incurred in the ordinary course of
     business and not in respect of borrowed money; and

               (2)     Indebtedness of a third party that is not an Affiliate of
     Cayman 2 or any of its Subsidiaries that is attributable to supply or lease

                                       23
<Page>

     arrangements as a result of consolidation under FIN 46R or attributable to
     "take-or-pay" contracts accounted for in a manner similar to a capital
     lease under EITF 01-8, in either case so long as (i) such supply or lease
     arrangements or such take-or-pay contracts are entered into in the ordinary
     course of business, (ii) the Board of Directors of Cayman 2 has approved
     any such supply or lease arrangement or any such take-or-pay contract and
     (iii) notwithstanding anything to the contrary contained in the definition
     of EBITDA, the related expense under any such supply or lease arrangement
     or under any such take-or-pay contract is treated as an operating expense
     that reduces EBITDA;

     shall be deemed not to constitute Indebtedness.

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

     "INDEPENDENT FINANCIAL ADVISOR" means an accounting, appraisal or
investment banking firm or consultant to Persons engaged in a Permitted Business
of nationally recognized standing that is, in the good faith judgment of the
Issuer, qualified to perform the task for which it has been engaged.

     "INVESTMENT GRADE SECURITIES" means:

               (1)     securities issued by the U.S. government or any agency or
     instrumentality thereof and directly and fully guaranteed or insured by the
     U.S. Government (other than Cash Equivalents) and in each case with
     maturities not exceeding two years from the date of acquisition,

               (2)     investments in any fund that invests exclusively in
     investments of the type described in clause (1) which fund may also hold
     immaterial amounts of cash pending investment and/or distribution, and

               (3)     corresponding instruments in countries other than the
     United States customarily utilized for high quality investments and in each
     case with maturities not exceeding two years from the date of acquisition.

     "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including guarantees or other obligations), advances or capital
contributions (excluding accounts receivable, trade credit, advances to
customers, commission, travel and similar advances to officers and employees, in
each case made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities issued by any other Person and investments that are required by GAAP
to be classified on the balance sheet (excluding the footnotes) of such Person
in the same manner as the

                                       24
<Page>

other investments included in this definition to the extent such transactions
involve the transfer of cash or other property. If the Issuer or any Subsidiary
of the Issuer sells or otherwise disposes of any Equity Interests of any direct
or indirect Subsidiary of the Issuer such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Issuer, the
Issuer will be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Subsidiary not sold or disposed of in an amount determined as provided in
Section 4.04(c). For purposes of the definition of "Unrestricted Subsidiary" and
Section 4.04:

               (1)     "INVESTMENTS" shall include the portion (proportionate to
     the Issuer's equity interest in such Subsidiary) of the fair market value
     of the net assets of a Subsidiary of the Issuer at the time that such
     Subsidiary is designated an Unrestricted Subsidiary; provided, however,
     that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
     the Issuer shall be deemed to continue to have a permanent "Investment" in
     an Unrestricted Subsidiary in an amount (if positive) equal to:

                       (a)     the Issuer's "Investment" in such Subsidiary at
               the time of such redesignation, less

                       (b)     the portion (proportionate to the Issuer's equity
               interest in such Subsidiary) of the fair market value of the net
               assets of such Subsidiary at the time of such redesignation;

               (2)     any property transferred to or from an Unrestricted
     Subsidiary shall be valued at its fair market value at the time of such
     transfer, in each case as determined in good faith by the Issuer; and

               (3)     any transfer of Capital Stock that results in an entity
     which became a Restricted Subsidiary after the Issue Date and not in
     connection with the Transactions ceasing to be a Restricted Subsidiary
     shall be deemed to be an Investment in an amount equal to the fair market
     value (as determined by the Board of Directors of the Issuer in good faith
     as of the date of initial acquisition) of the Capital Stock of such entity
     owned by the Issuer and the Restricted Subsidiaries immediately after such
     transfer.

     "ISSUE DATE" means the date on which the Notes are first issued.

     "ISSUER" means Crystal LLC and Crystal Corp. and their respective
successors, jointly and severally.

     "LIEN" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, hypothecation, pledge, encumbrance, charge or security interest in or on
such asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement,

                                       25
<Page>

capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such
asset and (c) in the case of securities (other than securities representing an
interest in a joint venture that is not a Subsidiary), any purchase option, call
or similar right of a third party with respect to such securities.

     "LIQUIDATED DAMAGES" means 0.25% per annum amount (which rate shall
increase by an additional 0.25% per annum for each subsequent 90-day period that
such additional interest continues to accrue, up to a maximum of 1.00% per
annum) by which the annual interest rate borne by the Notes shall increase upon
the occurrence of certain events as set forth in the Registration Rights
Agreement.

     "LP GMBH" means BCP Holdings GmbH, a Wholly Owned Subsidiary of BCP Crystal
organized under the laws of Germany.

     "MANAGEMENT GROUP" means the group consisting of the directors, executive
officers and other management personnel of BCP Crystal, Cayman 2, the Issuer and
the Parent, as the case may be, on the Issue Date together with (1) any new
directors whose election by such boards of directors or whose nomination for
election by the shareholders of BCP Crystal, Cayman 2, the Issuer or the Parent,
as the case may be, was approved by a vote of a majority of the directors of BCP
Crystal, Cayman 2, the Issuer or the Parent, as the case may be, then still in
office who were either directors on the Issue Date or whose election or
nomination was previously so approved and (2) executive officers and other
management personnel of the Issuer or the Parent, as the case may be, hired at a
time when the directors on the Issue Date together with the directors so
approved constituted a majority of the directors of BCP Crystal, Cayman 2, the
Issuer or the Parent, as the case may be.

     "MERGER" means:

                       (i) the merger of BCP Crystal with US Holdco, with US
               Holdco being the surviving entity;

                       (ii) the contribution by BCP Crystal to US Holdco of all
               of BCP Crystal's assets and liabilities; or

                       (iii) the contribution by Cayman 2 to US Holdco (in
               exchange for stock of US Holdco) of all of the Equity Interests
               of BCP Crystal;

PROVIDED that, in the case of clauses (ii) or (iii) above, (x) US Holdco
expressly assumes all the obligations of BCP Crystal under this Indenture and
the Existing Notes Indenture pursuant to an agreement or other instrument in
form and

                                       26
<Page>

substance reasonably satisfactory to the trustee (and, upon such assumption, BCP
Crystal shall be released from its obligations as the issuer under the Existing
Notes) and (y) Cayman 2, at its discretion, may subsequently cause the
liquidation of BCP Crystal.

     "MIDCO" means BCP Acquisition GmbH & Co. KG, a Wholly Owned Subsidiary of
LP GmbH organized under the laws of Germany.

     "MOODY'S" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

     "NET INCOME" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends or accretion of any Preferred Stock.

     "NET PROCEEDS" means the aggregate cash proceeds received by the Issuer or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received in respect of or upon the sale or other
disposition of any Designated Non-cash Consideration received in any Asset Sale
and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received,
but excluding the assumption by the acquiring Person of Indebtedness relating to
the disposed assets or other consideration received in any other non-cash form),
net of the direct costs relating to such Asset Sale and the sale or disposition
of such Designated Non-cash Consideration (including, without limitation, legal,
accounting and investment banking fees, and brokerage and sales commissions),
and any relocation expenses Incurred as a result thereof, taxes paid or payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements related thereto), amounts required
to be applied to the repayment of principal, premium (if any) and interest on
Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a
result of such transaction, and any deduction of appropriate amounts to be
provided by the Issuer as a reserve in accordance with GAAP against any
liabilities associated with the asset disposed of in such transaction and
retained by the Issuer after such sale or other disposition thereof, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction.

     "NEW US HOLDCO" means a company incorporated under the laws of a state of
the United States (A)(i) that owns all of the Equity Interests of US Holdco or
(ii) all of the Equity Interests in which are owned by US Holdco, with US Holdco
contributing or otherwise transferring all of its assets to New US Holdco and
(B) has been formed to effect an initial public offering.

     "NOTES" has the meaning set forth in the preamble to this Indenture.

                                       27
<Page>

     "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit), damages and other liabilities,
and guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under
the documentation governing any Indebtedness.

     "OFFERING MEMORANDUM" means the offering memorandum relating to the
offering of the Notes dated September 21, 2004.

     "OFFICER" means the Chairman of the Board, the Chief Executive Officer, the
President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer or the Secretary or, in the event the Issuer has no
such officers, any Authorized Person, of the Issuer.

     "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the Issuer
by two Officers of each of Crystal LLC and Crystal Corp., one of whom, if either
Crystal LLC or Crystal Corp. has such officers, must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of such entity, that meets the requirements set forth in this
Indenture.

     "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to
Crystal LLC, Crystal Corp. or the Trustee.

     "ORIGINAL NOTES" means the Original Series A Notes and the Original Series
B Notes.

     "ORIGINAL SERIES A NOTES" means the Series A Notes issued the date hereof.

     "ORIGINAL SERIES B NOTES" means the Series B Notes issued the date hereof.

     "PARENT" means Blackstone Crystal Holdings Capital Partners (Cayman) (IV)
Ltd., an exempted company organized under the laws of the Cayman Islands, and
any successor thereto.

     "PARI PASSU INDEBTEDNESS" means the Notes and any Indebtedness which ranks
PARI PASSU in right of payment to the Notes.

     "PERMITTED BUSINESS" means the industrial chemicals business and any
services, activities or businesses incidental or directly related or similar
thereto, any line of business engaged in by CAG on the Issue Date or any
business activity

                                       28
<Page>

that is a reasonable extension, development or expansion thereof or ancillary
thereto.

     "PERMITTED DEBT" has the meaning assigned to it in Section 4.03(b).

     "PERMITTED HOLDERS" means, at any time, each of (i) the Sponsors and their
Affiliates (not including, however, any portfolio companies of any of the
Sponsors) and (ii) the Management Group, with respect to not more than 10% of
the total voting power of the Equity Interests of the Parent. Any person or
group whose acquisition of beneficial ownership constitutes a Change of Control
in respect of which a Change of Control Offer is made in accordance with the
requirements of this Indenture will thereafter, together with its Affiliates,
constitute an additional Permitted Holder.

     "PERMITTED INVESTMENT" means:

               (1)     any Investment by Crystal LLC in any Restricted
     Subsidiary or by a Restricted Subsidiary in another Restricted Subsidiary;

               (2)     any Investment in cash and Cash Equivalents or Investment
     Grade Securities;

               (3)     any Investment by Crystal LLC or any Restricted
     Subsidiary of Crystal LLC in a Person that is engaged in a Permitted
     Business if as a result of such Investment (A) such Person becomes a
     Restricted Subsidiary or (B) such Person, in one transaction or a series of
     related transactions, is merged, consolidated or amalgamated with or into,
     or transfers or conveys substantially all of its assets to, or is
     liquidated into, Crystal LLC or a Restricted Subsidiary;

               (4)     any Investment in securities or other assets not
     constituting cash or Cash Equivalents and received in connection with an
     Asset Sale made pursuant to Section 4.06 hereof or any other disposition of
     assets not constituting an Asset Sale;

               (5)     any Investment existing on the Acquisition Closing Date
     and Investments made pursuant to binding commitments in effect on the
     Acquisition Closing Date;

               (6)     (A) loans and advances to officers, directors and
     employees, not in excess of $25.0 million in the aggregate outstanding at
     any one time and (B) loans and advances of payroll payments and expenses to
     officers, directors and employees in each case incurred in the ordinary
     course of business;

                                       29
<Page>

               (7)     any Investment acquired by Crystal LLC or any Restricted
     Subsidiary (A) in exchange for any other Investment or accounts receivable
     held by Crystal LLC or any such Restricted Subsidiary in connection with or
     as a result of a bankruptcy, workout, reorganization or recapitalization of
     Crystal LLC of such other Investment or accounts receivable or (B) as a
     result of a foreclosure by Crystal LLC or any Restricted Subsidiary with
     respect to any secured Investment or other transfer of title with respect
     to any secured Investment in default;

               (8)     Hedging Obligations permitted under clause (9) of the
     definition of "Permitted Debt";

               (9)     any Investment by Crystal LLC or a Restricted Subsidiary
     in a Permitted Business having an aggregate fair market value, taken
     together with all other Investments made pursuant to this clause (9) after
     June 8, 2004 that are at that time outstanding (without giving effect to
     the sale of an Unrestricted Subsidiary to the extent the proceeds of such
     sale do not consist of cash and/or marketable securities), not to exceed
     3.0% of Total Assets (with the fair market value of each Investment being
     measured at the time made and without giving effect to subsequent changes
     in value); PROVIDED, HOWEVER, that if any Investment pursuant to this
     clause (9) is made in any Person that is not a Restricted Subsidiary of
     Crystal LLC at the date of the making of such Investment and such Person
     becomes a Restricted Subsidiary of Crystal LLC after such date, such
     Investment shall thereafter be deemed to have been made pursuant to clause
     (1) above and shall cease to have been made pursuant to this clause (9) for
     so long as such Person continues to be a Restricted Subsidiary;

               (10)    Investments resulting from the receipt of non-cash
     consideration in an Asset Sale received in compliance with Section 4.06
     hereof;

               (11)    Investments the payment for which consists of Equity
     Interests of Crystal LLC or any of its parent companies (exclusive of
     Disqualified Stock);

               (12)    guarantees (including any Guarantees and the Existing
     Note guarantees) of Indebtedness permitted under Section 4.03 hereof and
     performance guarantees consistent with past practice;

               (13)    any transaction to the extent it constitutes an
     Investment that is permitted and made in accordance with the provisions of
     Section

                                       30
<Page>

     4.07 (except for transactions described in 4.07(b)(ii), (vi), (vii) and
     (xii) thereof);

               (14)    Investments of a Restricted Subsidiary acquired after the
     Issue Date or of an entity merged into Crystal LLC or merged into or
     consolidated with a Restricted Subsidiary in accordance with Article 5
     after the Issue Date to the extent that such Investments were not made in
     contemplation of or in connection with such acquisition, merger or
     consolidation and were in existence on the date of such acquisition, merger
     or consolidation;

               (15)    guarantees by Crystal LLC or any Restricted Subsidiary of
     operating leases (other than Capitalized Lease Obligations) or of other
     obligations that do not constitute Indebtedness, in each case entered into
     by any Restricted Subsidiary in the ordinary course of business;

               (16)    Investments consisting of licensing or contribution of
     intellectual property pursuant to joint marketing arrangements with other
     Persons;

               (17)    Investments consisting of purchases and acquisitions of
     inventory, supplies, materials and equipment or purchases of contract
     rights or licenses or leases of intellectual property, in each case in the
     ordinary course of business;

               (18)    any Investment in a Securitization Subsidiary or any
     Investment by a Securitization Subsidiary in any other Person in connection
     with a Qualified Securitization Financing, including Investments of funds
     held in accounts permitted or required by the arrangements governing such
     Qualified Securitization Financing or any related Indebtedness; provided,
     however, that any Investment in a Securitization Subsidiary is in the form
     of a Purchase Money Note, contribution of additional Securitization Assets
     or an equity interest;

               (19)    additional Investments in joint ventures of Crystal LLC
     or any of its Restricted Subsidiaries existing on June 8, 2004 in an
     aggregate amount not to exceed $25.0 million;

               (20)    HC Investments by the Purchaser, Midco and LP GmbH;

               (21)    Investments by the Captive Insurance Subsidiaries of a
     type customarily held in the ordinary course of their business and
     consistent with past practices and with insurance industry standards; and

                                       31
<Page>

               (22)    additional Investments by Crystal LLC or any of its
     Restricted Subsidiaries after June 8, 2004 having an aggregate Fair Market
     Value, taken together with all other Investments made pursuant to this
     clause (22), not to exceed 5.0% of Total Assets at the time of such
     Investment (with the Fair Market Value of each Investment being measured at
     the time made and without giving effect to subsequent changes in value).

     "PERMITTED LIENS" means the following types of Liens:

               (1)     deposits of cash or government bonds made in the ordinary
     course of business to secure surety or appeal bonds to which such Person is
     a party;

               (2)     Liens in favor of issuers of performance, surety bid,
     indemnity, warranty, release, appeal or similar bonds or with respect to
     other regulatory requirements or letters of credit or bankers' acceptances
     issued, and completion guarantees provided for, in each case pursuant to
     the request of and for the account of such Person in the ordinary course of
     its business or consistent with past practice;

               (3)     Liens on property or shares of stock of a Person at the
     time such Person becomes a Subsidiary; provided, however, that such Liens
     are not created or incurred in connection with, or in contemplation of,
     such other Person becoming such a Subsidiary; provided, further, however,
     that such Liens may not extend to any other property owned by Crystal LLC
     or any Restricted Subsidiary;

               (4)     Liens on property at the time Crystal LLC or a Restricted
     Subsidiary acquired the property, including any acquisition by means of a
     merger or consolidation with or into Crystal LLC or any Restricted
     Subsidiary; PROVIDED, HOWEVEr, that such Liens are not created or incurred
     in connection with, or in contemplation of, such acquisition; PROVIDED,
     FURTHER, however, that such Liens may not extend to any other property
     owned by Crystal LLC or any Restricted Subsidiary;

               (5)     Liens securing Indebtedness or other obligations of a
     Restricted Subsidiary owing to Crystal LLC or another Restricted Subsidiary
     permitted to be incurred pursuant to Section 4.03 hereof;

               (6)     Liens securing Hedging Obligations so long as the related
     Indebtedness is permitted to be incurred under this Indenture and is
     secured by a Lien on the same property securing such Hedging Obligation;

                                       32
<Page>

               (7)     Liens on specific items of inventory or other goods and
     proceeds of any Person securing such Person's obligations in respect of
     bankers' acceptances issued or created for the account of such Person to
     facilitate the purchase, shipment or storage of such inventory or other
     goods;

               (8)     Liens in favor of the Crystal LLC or any Restricted
     Subsidiary;

               (9)     Liens to secure any refinancing, refunding, extension,
     renewal or replacement (or successive refinancings, refundings, extensions,
     renewals or replacements) as a whole, or in part, of any Indebtedness
     secured by any Liens referred to in clauses (3), (4), (24) and (25) of this
     definition; provided, however, that (A) such new Lien shall be limited to
     all or part of the same property that secured the original Liens (plus
     improvements on such property), and (B) the Indebtedness secured by such
     Lien at such time is not increased to any amount greater than the sum of
     (1) the outstanding principal amount or, if greater, committed amount of
     the Indebtedness described under clauses (3), (4), (24) and (25) at the
     time the original Lien became a Permitted Lien under this Indenture and (2)
     an amount necessary to pay any fees and expenses, including premiums,
     related to such refinancing, refunding, extension, renewal or replacement;

               (10)    Liens on Securitization Assets and related assets of the
     type specified in the definition of "Securitization Financing" incurred in
     connection with any Qualified Securitization Financing;

               (11)    Liens for taxes, assessments or other governmental
     charges or levies not yet delinquent, or which are being contested in good
     faith by appropriate proceedings promptly instituted and diligently
     conducted or for property taxes on property that Crystal LLC or one of its
     Subsidiaries has determined to abandon if the sole recourse for such tax,
     assessment, charge, levy or claim is to such property;

               (12)    Liens securing judgments for the payment of money in an
     aggregate amount not in excess of $40.0 million (except to the extent
     covered by insurance and the Trustee shall be reasonably satisfied with the
     credit of such insurer), unless such judgments shall remain undischarged
     for a period of more than 30 consecutive days during which execution shall
     not be effectively stayed;

               (13)    (A) pledges and deposits made in the ordinary course of
     business in compliance with the Federal Employers Liability Act or any

                                       33
<Page>

     other workers' compensation, unemployment insurance and other social
     security laws or regulations and deposits securing liability to insurance
     carriers under insurance or self-insurance arrangements in respect of such
     obligations and (B) pledges and deposits securing liability for
     reimbursement or indemnification obligations of (including obligations in
     respect of letters of credit or bank guarantees for the benefit of)
     insurance carriers providing property, casualty or liability insurance to
     Crystal LLC or any Restricted Subsidiary;

               (14)    landlord's, carriers', warehousemen's, mechanics',
     materialmen's, repairmen's, construction or other like Liens arising in the
     ordinary course of business and securing obligations that are not overdue
     by more than 30 days or that are being contested in good faith by
     appropriate proceedings and in respect of which, if applicable, Crystal LLC
     or any Restricted Subsidiary shall have set aside on its books reserves in
     accordance with GAAP;

               (15)    zoning restrictions, easements, trackage rights, leases
     (other than Capitalized Lease Obligations), licenses, special assessments,
     rights-of-way, restrictions on use of real property and other similar
     encumbrances incurred in the ordinary course of business that, in the
     aggregate, do not interfere in any material respect with the ordinary
     conduct of the business of Crystal LLC or any Restricted Subsidiary;

               (16)    Liens that are contractual rights of set-off (A) relating
     to the establishment of depository relations with banks not given in
     connection with the issuance of Indebtedness, (B) relating to pooled
     deposit or sweep accounts of Crystal LLC or any Restricted Subsidiary to
     permit satisfaction of overdraft or similar obligations incurred in the
     ordinary course of business of Crystal LLC and the Restricted Subsidiaries
     or (C) relating to purchase orders and other agreements entered into with
     customers of Crystal LLC or any Restricted Subsidiary in the ordinary
     course of business;

               (17)    Liens arising solely by virtue of any statutory or common
     law provision relating to banker's liens, rights of set-off or similar
     rights;

               (18)    Liens securing obligations in respect of trade-related
     letters of credit permitted pursuant to Section 4.03 hereof and covering
     the goods (or the documents of title in respect of such goods) financed by
     such letters of credit and the proceeds and products thereof;

                                       34
<Page>

               (19)    any interest or title of a lessor under any lease or
     sublease entered into by Crystal LLC or any Restricted Subsidiary in the
     ordinary course of business;

               (20)    licenses of intellectual property granted in a manner
     consistent with past practice;

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

               (22)    Liens solely on any cash earnest money deposits made by
     Crystal LLC or any of the Restricted Subsidiaries in connection with any
     letter of intent or purchase agreement permitted hereunder;

               (23)    other Liens securing Indebtedness for borrowed money with
     respect to property or assets of Crystal LLC or a Restricted Subsidiary
     with an aggregate fair market value (valued at the time of creation
     thereof) of not more than $50.0 million at any time;

               (24)    Liens securing Capitalized Lease Obligations permitted to
     be incurred pursuant to Section 4.03 and Indebtedness permitted to be
     incurred pursuant to Section 4.03(b)(iv); PROVIDED however that such Liens
     securing Capitalized Lease Obligations or Indebtedness incurred under
     Section 4.03(b)(iv) hereof may not extend to property owned by Crystal LLC
     or any Restricted Subsidiary other than the property being leased or
     acquired pursuant to Section 4.03(b)(iv) hereof; and

               (25)    Liens existing on the Issue Date.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

     "PREFERRED STOCK" means any Equity Interest with preferential right of
payment of dividends or upon liquidation, dissolution or winding up.

     "PRESUMED TAX RATE" means the highest effective marginal statutory combined
U.S. federal, state and local income tax rate prescribed for an individual
residing in New York City (taking into account (i) the deductibility of state
and local income taxes for U.S. federal income tax purposes, assuming the
limitation of Section 68(a)(2) of the Code applies and taking into account any
impact of the Code, and (ii) the character (long-term or short-term capital
gain, dividend income or other ordinary income) of the applicable income).

                                       35
<Page>

     "PURCHASE MONEY NOTE" means a promissory note of a Securitization
Subsidiary evidencing a line of credit, which may be irrevocable, from the
Parent or any Subsidiary of the Parent to a Securitization Subsidiary in
connection with a Qualified Securitization Financing, which note is intended to
finance that portion of the purchase price that is not paid in cash or a
contribution of equity and which (a) shall be repaid from cash available to the
Securitization Subsidiary, other than (i) amounts required to be established as
reserves, (ii) amounts paid to investors in respect of interest, (iii) principal
and other amounts owing to such investors and (iv) amounts paid in connection
with the purchase of newly generated receivables and (b) may be subordinated to
the payments described in clause (a).

     "PURCHASER" means BCP Crystal Acquisition GmbH & Co. KG, a limited
partnership organized under the laws of Germany.

     "PURCHASER LOAN" means the loan made by BCP Crystal to the Purchaser to
finance the Acquisition.

     "QUALIFIED PROCEEDS" means assets that are used or useful in, or Capital
Stock of any Person engaged in, a Permitted Business; provided that the fair
market value of any such assets or Capital Stock shall be determined by the
Board of Directors in good faith, except that in the event the value of any such
assets or Capital Stock exceeds $25.0 million or more, the fair market value
shall be determined by an Independent Financial Advisor.

     "QUALIFIED SECURITIZATION FINANCING" means any Securitization Financing of
a Securitization Subsidiary that meets the following conditions:

               (i)     the Board of Directors shall have determined in good
     faith that such Qualified Securitization Financing (including financing
     terms, covenants, termination events and other provisions) is in the
     aggregate economically fair and reasonable to the Issuer and the
     Securitization Subsidiary;

               (ii)    all sales of Securitization Assets and related assets to
     the Securitization Subsidiary are made at fair market value (as determined
     in good faith by the Issuer); and

               (iii)   the financing terms, covenants, termination events and
     other provisions thereof shall be market terms (as determined in good faith
     by the Issuer) and may include Standard Securitization Undertakings.

The grant of a security interest in any Securitization Assets of the Issuer or
any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to
secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness
with respect thereto shall not be deemed a Qualified Securitization Financing.

                                       36
<Page>

     "REPRESENTATIVE" means the trustee, agent or representative (if any) for an
issue of Senior Debt of the Issuer.

     "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

     "RESTRICTED SUBSIDIARY" means, at any time, any direct or indirect
Subsidiary of Crystal LLC (including BCP Crystal) that is not then an
Unrestricted Subsidiary; PROVIDED, HOWEVER, that upon the occurrence of an
Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such
Subsidiary shall be included in the definition of Restricted Subsidiary.

     "RESPONSIBLE OFFICER" of any Person means any executive officer or
financial officer of such Person and any other officer or similar official
thereof responsible for the administration of the obligations of such Person in
respect of this Indenture or, if such Person has no such officers, an Authorized
Person.

     "RESTRUCTURING" means (i) the distribution or sale (in return for an
unsecured promissory note of CAG reasonably satisfactory to the Joint Lead
Arrangers under the Credit Agreement) to CAG of all the capital stock of CAC,
(ii) the sale to the Purchaser by CAG of all such capital stock in return for an
unsecured promissory note of the Purchaser (which note shall be reasonably
satisfactory to the Joint Lead Arrangers under the Credit Agreement), (iii) the
sale by the Purchaser of all or a portion of such capital stock to the Issuer in
exchange for the cancellation of a portion of the promissory note owed by the
Purchaser to BCP Crystal, (iv) the distribution of any remaining portion of such
capital stock by the Purchaser to Midco, (v) the sale in exchange for the
cancellation of a portion of the intercompany debt owed by Midco to BCP Crystal,
or distribution by Midco to BCP Crystal of all such capital stock of CAC that it
has acquired, (vi) the Merger and CAC becoming a subsidiary of US Holdco and
(vii) the consummation of the other events referred to in the definition of
"Restructuring" in the Credit Agreement (as in effect upon its initial
execution).

     "RESTRUCTURING DATE" means the date after the Domination Agreement has been
registered and become effective on which all of the Restructuring has been
completed.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "SEC" means the Securities and Exchange Commission.

     "SECURED INDEBTEDNESS" means any Indebtedness secured by a Lien.

                                       37
<Page>

     "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

     "SECURITIZATION ASSETS" means any accounts receivable, inventory, royalty
or revenue streams from sales of inventory subject to a Qualified Securitization
Financing.

      "SECURITIZATION FEES" means reasonable distributions or payments made
directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees paid to a Person that is not a
Securitization Subsidiary in connection with any Qualified Securitization
Financing.

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

     "SECURITIZATION REPURCHASE OBLIGATION" means any obligation of a seller of
Securitization Assets in a Qualified Securitization Financing to repurchase
Securitization Assets arising as a result of a breach of a representation,
warranty or covenant or otherwise, including as a result of a receivable or
portion thereof becoming subject to any asserted defense, dispute, off-set or
counterclaim of any kind as a result of any action taken by, any failure to take
action by or any other event relating to the seller.

     "SECURITIZATION SUBSIDIARY" means a Wholly Owned Subsidiary of the Issuer
(or another Person formed for the purposes of engaging in a Qualified
Securitization Financing in which the Issuer or any Subsidiary of the Issuer
makes an Investment and to which the Issuer or any Subsidiary of the Issuer
transfers Securitization Assets and related assets) which engages in no
activities other than in connection with the financing of Securitization Assets
of the Issuer or its Subsidiaries, all proceeds thereof and all rights
(contractual and other), collateral

                                       38
<Page>

and other assets relating thereto, and any business or activities incidental or
related to such business, and which is designated by the Board of Directors of
the Issuer or such other Person (as provided below) as a Securitization
Subsidiary and (a) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by the Issuer or any other
Subsidiary of the Issuer (excluding guarantees of obligations (other than the
principal of, and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (ii) is recourse to or obligates the Issuer or any other
Subsidiary of the Issuer in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property or asset of the
Issuer or any other Subsidiary of the Issuer, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings, (b) with which neither the Issuer nor any
other Subsidiary of the Issuer has any material contract, agreement, arrangement
or understanding other than on terms which the Issuer reasonably believes to be
no less favorable to the Issuer or such Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of the Issuer and (c)
to which neither the Issuer nor any other Subsidiary of the Issuer has any
obligation to maintain or preserve such entity's financial condition or cause
such entity to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Issuer or such other Person shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Issuer or such other Person giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

     "SERIES A NOTES" means the Original Series A Notes, the Exchange Series A
Notes and the Additional Series A Notes, if any.

     "SERIES B NOTES" means the Original Series B Notes, the Exchange Series B
Notes and the Additional Series B Notes, if any.

     "SHAREHOLDERS' AGREEMENT" means the Shareholders' Agreement among the
Sponsors and/or their Affiliates and any of the Restricted Subsidiaries and the
shareholders party thereto.

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

     "SPECIFIED FINANCINGS" means the financings included in the Transactions,
the offering of the Existing Notes and the offering of the Original Notes.

                                       39
<Page>

     "SPONSORS" means Blackstone Management Associates (Cayman) IV L.P. and its
Affiliates.

     "SQUEEZE-OUT" means the procedures set out in sections 327a ET SEQ. of the
German Stock Corporation Act (AKTIENGESETZ) in respect of the acquisition of
shares in CAG by the Purchaser.

     "STANDARD SECURITIZATION UNDERTAKINGS" means representations, warranties,
covenants and indemnities entered into by the Purchaser or any Subsidiary of the
Purchaser which the Purchaser has determined in good faith to be customary in a
Securitization Financing, including, without limitation, those relating to the
servicing of the assets of a Securitization Subsidiary, it being understood that
any Securitization Repurchase Obligation shall be deemed to be a Standard
Securitization Undertaking.

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

     "SUBORDINATED INDEBTEDNESS" means any Indebtedness of the Issuer that is by
its terms subordinated in right of payment to the Notes.

      "SUBSIDIARY" means, with respect to any specified Person:

               (1)     any corporation, association or other business entity, of
     which more than 50% of the total voting power of shares of Capital Stock
     entitled (without regard to the occurrence of any contingency) to vote in
     the election of directors, managers or trustees thereof is at the time
     owned or controlled, directly or indirectly, by that Person or one or more
     of the other Subsidiaries of that Person (or a combination thereof); and

               (2)     any partnership, joint venture, limited liability company
     or similar entity of which (x) more than 50% of the capital accounts,
     distribution rights, total equity and voting interests or general or
     limited partnership interests, as applicable, are owned or controlled,
     directly or indirectly, by such Person or one or more of the other
     Subsidiaries of that Person or a combination thereof whether in the form of
     membership, general, special or limited partnership or otherwise and (y)
     such Person or any Restricted Subsidiary of such Person is a controlling
     general partner or otherwise controls such entity;

                                       40
<Page>

PROVIDED, that Estech GmbH & Co. KG and Estech Managing GmbH shall not
constitute Subsidiaries of the Issuer.

     "TAX DISTRIBUTIONS" means any distributions described in Section
4.04(b)(ix).

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

     "TOTAL ASSETS" means the total consolidated assets of the Issuer and its
Restricted Subsidiaries, as shown on the most recent balance sheet of the
Issuer.

     "TRANSACTIONS" means the transactions contemplated by (i) the acquisition
of CAG, (ii) the Credit Agreement and the Floating Rate Term Loan and (iii) the
offering of the Existing Notes and (iv) the offering of the Original Notes and
the use of proceeds therefrom.

     "TREASURY RATE" means, as of the applicable redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to such redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from such redemption date to October 1, 2009;
PROVIDED, HOWEVER, that if the period from such redemption date to October 1,
2009 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.

     "TRUST OFFICER" means:

               (1)     any officer within the corporate trust department of the
     Trustee, including any vice president, assistant vice president, assistant
     secretary, assistant treasurer, trust officer or any other officer of the
     Trustee who customarily performs functions similar to those performed by
     the Persons who at the time shall be such officers, respectively, or to
     whom any corporate trust matter is referred because of such person's
     knowledge of and familiarity with the particular subject, and

               (2)     who shall have direct responsibility for the
     administration of this Indenture.

     "TRUSTEE" means, initially, The Bank of New York, a New York banking
corporation, in its capacity as Trustee hereunder, and its successors in such
capacity.

                                       41
<Page>

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

     "UNRESTRICTED SUBSIDIARY" means:

               (i)     any Subsidiary of the Issuer that is also a Subsidiary of
     BCP Crystal that at the time of determination is an Unrestricted Subsidiary
     (as designated by the Board of Directors of the Issuer, as provided below);
     and

               (ii)    any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Issuer may designate any Subsidiary of the Issuer
that is also a Subsidiary of BCP Crystal (including any existing Subsidiary and
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or
Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or
any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be
so designated), provided that (a) any Unrestricted Subsidiary must be an entity
of which shares of the Capital Stock or other equity interests (including
partnership interests) entitled to cast at least a majority of the votes that
may be cast by all shares or equity interests having ordinary voting power for
the election of directors or other governing body are owned, directly or
indirectly, by the Issuer, (b) such designation complies with Section 4.04
hereof and (c) each of (x) the Subsidiary to be so designated and (y) 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 Issuer or any Restricted Subsidiary.
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that, immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing and either (A) BCP Crystal could Incur at least $1.00 of additional
Indebtedness pursuant to clause (ii) of the Fixed Charge Coverage Ratio test or
(B) the Fixed Charge Coverage Ratio for BCP Crystal and its Restricted
Subsidiaries would be greater than such ratio for BCP Crystal and its Restricted
Subsidiaries immediately prior to such designation, in each case on a pro forma
basis taking into account such designation. Any such designation by the board of
directors shall be notified by the Issuer 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.

     "US HOLDCO" means BCP Crystal US Holdings Corp., organized under the laws
of Delaware, prior to the Restructuring Date a Wholly Owned Subsidiary of BCP
Crystal.

                                       42
<Page>

     "U.S. DOLLAR EQUIVALENT" means, with respect to any monetary amount in a
currency other than U.S. Dollars, at any time for the determination thereof, the
amount of U.S. Dollars obtained by converting such foreign currency involved in
such computation into U.S. Dollars at the spot rate for the purchase of U.S.
Dollars with the applicable foreign currency as quoted by Reuters at
approximately 10:00 A.M. (New York City time) on such date of determination (or
if no such quote is available on such date, on the immediately preceding
Business Day for which such a quote is available).

     "U.S. GOVERNMENT OBLIGATIONS" means securities that are:

               (1)     direct obligations of the United States of America for
     the timely payment of which its full faith and credit is pledged, or

               (2)     obligations of a Person controlled or supervised by and
     acting as an agency or instrumentality of the United States of America the
     timely payment of which is unconditionally guaranteed as a full faith and
     credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to
any such U.S. Government Obligations or a specific payment of principal of or
interest on any such U.S. Government Obligations held by such custodian for the
account of the holder of such depository receipt; PROVIDED that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations evidenced
by such depository receipt.

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

               (1)     the sum of the products obtained by multiplying (a) the
     amount of each then remaining installment, sinking fund, serial maturity or
     other required payments of principal, including payment at final maturity,
     in respect of the Indebtedness, by (b) the number of years (calculated to
     the nearest one-twelfth) that will elapse between such date and the making
     of such payment; by

                                       43
<Page>

               (2)     the then outstanding principal amount of such
     Indebtedness.

     "WHOLLY OWNED RESTRICTED SUBSIDIARY" is any Wholly Owned Subsidiary that is
a Restricted Subsidiary.

     "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of such Person,
100% of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares or nominee or other similar shares
required pursuant to applicable law) shall at the time be owned by such Person
or by one or more Wholly Owned Subsidiaries of such Person or by such Person and
one or more Wholly Owned Subsidiaries of such Person; provided that so long as
the Issuer owns, directly or indirectly, at least 75% of the issued and
outstanding Equity Interests of CAG, CAG and its Wholly Owned Subsidiaries shall
be deemed to constitute Wholly Owned Subsidiaries.

     Section 1.02.  OTHER DEFINITIONS.

<Table>
<Caption>
                                                                       Defined in
Term                                                                    Section
----                                                                   ----------
<S>                                                                    <C>
"AFFILIATE TRANSACTION" ............................................   4.07
"AGENT MEMBERS" ....................................................   Appendix A
"APPENDIX" .........................................................   Preamble
"ASSET SALE OFFER" .................................................   4.06(b)
"BANKRUPTCY LAW" ...................................................   6.01
"CHANGE OF CONTROL PAYMENT" ........................................   4.08(a)
"CHANGE OF CONTROL OFFER" ..........................................   4.08(b)
"CLEARSTREAM" ......................................................   Appendix A
"CUSTODIAN" ........................................................   6.01
"DEFINITIVE NOTES" .................................................   Appendix A
"DEFINITIVE SERIES A NOTES" ........................................   Appendix A
"DEFINITIVE SERIES B NOTES" ........................................   Appendix A
"DEPOSITORY" .......................................................   Appendix A
"EUROCLEAR" ........................................................   Appendix A
"EVENT OF DEFAULT" .................................................   6.01
"EXCESS PROCEEDS" ..................................................   4.06(b)
"EXCHANGE SERIES A NOTES" ..........................................   Preamble
"EXCHANGE SERIES B NOTES" ..........................................   Preamble
"EXCHANGE NOTES" ...................................................   Preamble
"EXCHANGE OFFER REGISTRATION STATEMENT" ............................   Appendix A
"GLOBAL NOTES" .....................................................   Appendix A
"GLOBAL NOTES LEGEND" ..............................................   Appendix A
"IAI" ..............................................................   Appendix A
"INCORPORATED PROVISION" ...........................................   13.01
"INITIAL SERIES B NOTES" ...........................................   Preamble
</Table>

                                       44
<Page>

<Table>
<Caption>
                                                                       Defined in
Term                                                                    Section
----                                                                   ----------
<S>                                                                    <C>
"INITIAL PURCHASER" ................................................   Appendix A
"INITIAL NOTES" ....................................................   Preamble
"OFFER PERIOD" .....................................................   4.06(d)
"SERIES A NOTES" ...................................................   Preamble
"SERIES B NOTES" ...................................................   Preamble
"ORIGINAL NOTES" ...................................................   Preamble
"PAYING AGENT" .....................................................   2.04
"PROTECTED PURCHASER" ..............................................   2.08
"PURCHASE AGREEMENT" ...............................................   Appendix A
"QIB" ..............................................................   Appendix A
"REFINANCING INDEBTEDNESS" .........................................   4.03(b)
"REFUNDING CAPITAL STOCK"                                              4.04(b)
"REGISTRATION RIGHTS AGREEMENT" ....................................   Appendix A
"REGISTERED EXCHANGE OFFER" ........................................   Appendix A
"REGISTRAR" ........................................................   2.04
"REGULATION S" .....................................................   Appendix A
"REGULATION S GLOBAL NOTES" ........................................   Appendix A
"REGULATION S NOTES" ...............................................   Appendix A
"REGULATION S SERIES A GLOBAL NOTES" ...............................   Appendix A
"REGULATION S SERIES B GLOBAL NOTES" ...............................   Appendix A
"RESTRICTED GLOBAL NOTES" ..........................................   Appendix A
"RESTRICTED PAYMENT" ...............................................   4.04(a)
"RESTRICTED PERIOD" ................................................   Appendix A
"RESTRICTED NOTES LEGEND" ..........................................   Appendix A
"RESTRICTED SERIES A GLOBAL NOTES" .................................   Appendix A
"RESTRICTED SERIES B GLOBAL NOTES" .................................   Appendix A
"RETIRED CAPITAL STOCK" ............................................   4.04(b)
"RULE 501" .........................................................   Appendix A
"RULE 144A" ........................................................   Appendix A
"RULE 144A NOTES" ..................................................   Appendix A
"SECURITIES CUSTODIAN" .............................................   Appendix A
"SERIES A GLOBAL NOTES" ............................................   Appendix A
"SERIES B GLOBAL NOTES" ............................................   Appendix A
"SHELF REGISTRATION STATEMENT" .....................................   Appendix A
"SUCCESSOR COMPANY" ................................................   5.01(a)
"TRANSFER RESTRICTED NOTES" ........................................   Appendix A
"UNRESTRICTED DEFINITIVE NOTE" .....................................   Appendix A
"UNRESTRICTED GLOBAL NOTE" .........................................   Appendix A
</Table>

     Section 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. This
Indenture incorporates by reference certain provisions of the TIA. The following
TIA terms have the following meanings:

                                       45
<Page>

     "COMMISSION" means the SEC.

     "INDENTURE SECURITIES" means the Notes.

     "OBLIGOR" on the indenture securities means the Issuer and any other
obligor on the Notes.

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

     Section 1.04. RULES OF CONSTRUCTION. Unless the context otherwise requires:

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

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

     (c)       "OR" is not exclusive;

     (d)       "INCLUDING" means including without limitation;

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

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

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

     (h)       the principal amount of any Preferred Stock shall be (i) the
maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater;

     (i)       unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP;

                                       46
<Page>

     (j)       "$" and "U.S. DOLLARS" each refer to United States dollars, or
such other money of the United States of America that at the time of payment is
legal tender for payment of public and private debts; and

     (k)       whenever in this Indenture there is mentioned, in any context,
principal, interest or any other amount payable under or with respect to any
Notes, such mention shall be deemed to include mention of the payment of
Liquidated Damages, to the extent that, in such context, Liquidated Damages are,
were, or would be payable in respect thereof.

                                    ARTICLE 2
                                    THE NOTES

     Section 2.01. AMOUNT OF NOTES; ISSUABLE IN SERIES. The aggregate principal
amount at maturity of Original Notes which may be authenticated and delivered
under this Indenture on the Issue Date is $163,000,000 aggregate principal
amount at maturity of Series A Notes and $690,000,000 aggregate principal amount
at maturity of Series B Notes. The Notes may be issued in one or more series.
All Notes of any one series shall be substantially identical except as to
denomination.

     The Issuer may from time to time after the Issue Date issue Additional
Notes under this Indenture in an unlimited principal amount, so long as (i) the
Incurrence of the Indebtedness represented by such Additional Notes is at such
time permitted by Section 4.03 and (ii) such Additional Notes are issued in
compliance with the other applicable provisions of this Indenture. With respect
to any Additional Notes issued after the Issue Date (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09, 2.10,
3.03(c), 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or
pursuant to a resolution of the Board of Directors and (b) (i) set forth or
determined in the manner provided in an Officers' Certificate or (ii)
established in one or more indentures supplemental hereto, prior to the issuance
of such Additional Notes:

               (1)     whether such Additional Notes shall be issued as part of
     a new or existing series of Notes and the title of such Additional Notes
     (which shall distinguish the Additional Notes of the series from Notes of
     any other series);

               (2)     the aggregate principal amount at maturity of such
     Additional Series A Notes and/or Additional Series B Notes which may be
     authenticated and delivered under this Indenture,

                                       47
<Page>

               (3)     the issue price and issuance date of such Additional
     Series A Notes and/or Additional Series B Notes, including the date from
     which interest on such Additional Series A Notes and/or Additional Series B
     Notes shall accrue;

               (4)     if applicable, that such Additional Notes shall be
     issuable in whole or in part in the form of one or more Global Notes and,
     in such case, the respective depositaries for such Global Notes, the form
     of any legend or legends which shall be borne by such Global Notes in
     addition to or in lieu of those set forth in Exhibit A or B hereto and any
     circumstances in addition to or in lieu of those set forth in Section 2.2
     of the Appendix in which any such Global Notes may be exchanged in whole or
     in part for Additional Notes registered, or any transfer of such Global
     Notes in whole or in part may be registered, in the name or names of
     Persons other than the depositary for such Global Notes or a nominee
     thereof; and

               (5)     if applicable, that such Additional Notes that are not
     Transfer Restricted Notes shall not be issued in the form of Initial Notes
     as set forth in Exhibit A or B, but shall be issued in the form of Exchange
     Notes as set forth in Exhibit C or D.

     If any of the terms of any Additional Notes are established by action taken
pursuant to a resolution of the Board of Directors, a copy of an appropriate
record of such action shall be certified by the Secretary or any Assistant
Secretary of the Issuer and delivered to the Trustee at or prior to the delivery
of the Officers' Certificate or the indenture supplemental hereto setting forth
the terms of the Additional Notes.

     Section 2.02. FORM AND DATING. Provisions relating to the Initial Notes and
the Exchange Notes are set forth in the Appendix, which is hereby incorporated
in and expressly made a part of this Indenture. The (i) Initial Series A Notes
and the Trustee's certificate of authentication and (ii) any Additional Series A
Notes (if issued as Transfer Restricted Notes) and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
(i) Initial Series B Notes and the Trustee's certificate of authentication and
(ii) any Additional Series B Notes (if issued as Transfer Restricted Notes) and
the Trustee's certificate of authentication shall each be substantially in the
form of Exhibit B hereto, which is hereby incorporated in and expressly made a
part of this Indenture. The (i)

                                       48
<Page>

Exchange Series A Notes and the Trustee's certificate of authentication and (ii)
any Additional Series A Notes issued other than as Transfer Restricted Notes and
the Trustee's certificate of authentication shall each be substantially in the
form of Exhibit C hereto, which is hereby incorporated in and expressly made a
part of this Indenture. The (i) Exchange Series B Notes and the Trustee's
certificate of authentication and (ii) any Additional Series B Notes issued
other than as Transfer Restricted Notes and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit D hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Issuer is subject, if any, or usage
(PROVIDED that any such notation, legend or endorsement is in a form acceptable
to the Issuer). Each Note shall be dated the date of its authentication. The
Notes shall be issuable only in registered form without interest coupons and
only in denominations of $5,000 and integral multiples of $1,000 in excess
thereof.

     Section 2.03. EXECUTION AND AUTHENTICATION. The Trustee shall authenticate
and make available for delivery upon a written order of the Issuer signed by one
Officer (a) (i) Series A Notes for original issue on the date hereof in an
aggregate principal amount at maturity of $163,000,000 and (ii) Series B Notes
for original issue on the date hereof in an aggregate principal amount at
maturity of $690,000,000, (b) subject to the terms of this Indenture, Additional
Notes in an aggregate principal amount at maturity to be determined at the time
of issuance and specified therein and (c) the Exchange Notes for issue in a
Registered Exchange Offer pursuant to the Registration Rights Agreement for a
like principal amount at maturity of Initial Notes exchanged pursuant thereto or
otherwise pursuant to an effective registration statement under the Securities
Act. Such order shall specify the amount of the Notes to be authenticated, the
date on which the original issue of Notes is to be authenticated and whether the
Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the
contrary in this Indenture or the Appendix, any issuance of Additional Notes
after the Issue Date shall be in a principal amount of at least $5,000 and
integral multiples of $1,000 in excess thereof, whether such Additional Notes
are of the same or a different series than the Original Notes.

     One Officer shall sign the Notes for each of Crystal LLC and Crystal Corp.
by manual or facsimile signature.

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

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

     The Trustee may appoint one or more authenticating agents reasonably
acceptable to the Issuer to authenticate the Notes. Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Issuer. Unless limited by the terms of such appointment, an

                                       49
<Page>

authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

     The Trustee is hereby authorized to enter into a letter of representations
with the Depository in the form provided by the Issuer and to act in accordance
with such letter.

     Section 2.04. REGISTRAR AND PAYING AGENT. (a) The Issuer shall maintain (i)
an office or agency where Notes may be presented for registration of transfer or
for exchange (the "REGISTRAR"), (ii) an office or agency in the Borough of
Manhattan, the City of New York, the State of New York where Notes may be
presented for payment (the "PAYING AGENT"). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Issuer may have one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrars. The Issuer initially appoints the Trustee as (i)
Registrar, Paying Agent in connection with the Notes and (ii) the Securities
Custodian with respect to the Global Notes.

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

     (c)       The Issuer may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee; PROVIDED, HOWEVER,
that no such removal shall become effective until (i) if applicable, acceptance
of an appointment by a successor as evidenced by an appropriate agreement
entered into by the Issuer and such successor Registrar or Paying Agent, as the
case may be, and delivered to the Trustee or (ii) notification to the Trustee
that the Trustee shall serve as Registrar or Paying Agent until the appointment
of a successor in accordance with clause (i) above. The Registrar or Paying
Agent may resign at any time upon written notice to the Issuer and the Trustee;
PROVIDED, HOWEVER, that the Trustee may resign as Paying Agent or Registrar only
if the Trustee also resigns as Trustee in accordance with Section 7.08.

     Section 2.05. PAYING AGENT TO HOLD MONEY IN TRUST. Prior to each due date
of the principal of and interest on any Note, the Issuer shall deposit with each
Paying Agent (or if the Issuer or a Wholly Owned Subsidiary is acting as Paying

                                       50
<Page>

Agent, segregate and hold in trust for the benefit of the Persons entitled
thereto) a sum sufficient to pay such principal and interest when so becoming
due. The Issuer shall require each Paying Agent (other than the Trustee) to
agree in writing that a Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by a Paying Agent for the payment of
principal of and interest on the Notes, and shall notify the Trustee of any
default by the Issuer in making any such payment. If the Issuer or a Wholly
Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it in trust for the benefit of the
Persons entitled thereto. The Issuer at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed
by such Paying Agent. Upon complying with this Section, a Paying Agent shall
have no further liability for the money delivered to the Trustee.

     Section 2.06. HOLDER LISTS. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall
furnish, or cause the Registrar to furnish, to the Trustee, in writing at least
five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders.

     Section 2.07. TRANSFER AND EXCHANGE. The Notes shall be issued in
registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with the Appendix. When a Note is
presented to the Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if its requirements therefor are met.
When Notes are presented to the Registrar with a request to exchange them for an
equal principal amount of Notes of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate Notes at the Registrar's request. The Issuer may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section. The Issuer shall not be required to make, and the Registrar need
not register, transfers or exchanges of Notes selected for redemption (except,
in the case of Notes to be redeemed in part, the portion thereof not to be
redeemed) or of any Notes for a period of 15 days before a selection of Notes to
be redeemed.

     Prior to the due presentation for registration of transfer of any Notes,
the Issuer, the Trustee, each Paying Agent and the Registrar may deem and treat
the Person in whose name a Note is registered as the absolute owner of such Note
for the purpose of receiving payment of principal of and interest, if any, on
such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and

                                       51
<Page>

none of the Issuer, the Trustee, a Paying Agent or the Registrar shall be
affected by notice to the contrary.

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

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

     Section 2.08. REPLACEMENT NOTES. If a mutilated Note is surrendered to the
Registrar or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall
authenticate a replacement Note if the requirements of Section 8-405 of the
Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer
or the Trustee within a reasonable time after such Holder has notice of such
loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to the
Issuer or the Trustee prior to the Note being acquired by a protected purchaser
as defined in Section 8-303 of the Uniform Commercial Code (a "protected
purchaser") and (c) satisfies any other reasonable requirements of the Trustee.
If required by the Trustee or the Issuer, such Holder shall furnish an indemnity
bond sufficient in the judgment of the Trustee to protect the Issuer, the
Trustee, a Paying Agent and the Registrar from any loss that any of them may
suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder
for their expenses in replacing a Note (including without limitation, attorneys'
fees and disbursements in replacing such Note). In the event any such mutilated,
lost, destroyed or wrongfully taken Note has become or is about to become due
and payable, the Issuer in its discretion may pay such Note instead of issuing a
new Note in replacement thereof.

     Every replacement Note is an additional obligation of the Issuer.

     The provisions of this Section 2.08 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, lost, destroyed or wrongfully taken Notes.

     Section 2.09. OUTSTANDING NOTES. (a) Notes outstanding at any time are all
Notes that have been authenticated by the Trustee except for

                                       52
<Page>

               (1)     Notes cancelled by the Trustee or delivered to it for
     cancellation;

               (2)     any Note which has been replaced pursuant to Section 2.08
     unless and until the Trustee and the Issuer receive proof satisfactory to
     them that the replaced Note is held by a protected purchaser; and

               (3)     on or after the maturity date or any redemption date or
     date for purchase of the Notes pursuant to an Offer to Purchase, those
     Notes payable or to be redeemed or purchased on that date for which the
     Trustee (or Paying Agent, other than the Issuer or an Affiliate of the
     Issuer) holds money sufficient to pay all amounts then due.

     (b)       A Note does not cease to be outstanding because the Issuer or one
of its Affiliates holds the Note, PROVIDED that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer
will be disregarded and deemed not to be outstanding, (it being understood that
in determining whether the Trustee is protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Notes which the Trustee knows to be so owned will be so
disregarded).

     (c)       If a Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date, money sufficient to
pay all principal and interest payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, and no
Paying Agent is prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date such Notes
(or portions thereof) will cease to be outstanding and interest on them ceases
to accrue.

     Section 2.10. TEMPORARY NOTES. In the event that Definitive Notes are to be
issued under the terms of this Indenture, until such Definitive Notes are ready
for delivery, the Issuer may prepare and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
Definitive Notes but may have variations that the Issuer considers appropriate
for temporary Notes. Without unreasonable delay, the Issuer shall prepare and
the Trustee shall authenticate Definitive Notes and make them available for
delivery in exchange for temporary Notes upon surrender of such temporary Notes
at the office or agency of the Issuer, without charge to the Holder. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as Definitive Notes.

     Section 2.11. CANCELLATION. The Issuer at any time may deliver Notes to the
Trustee for cancellation. The Registrar and each Paying Agent shall forward

                                       53
<Page>

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

     Section 2.12. DEFAULTED INTEREST. If the Issuer defaults in a payment of
interest on the Series A Notes or the Series B Notes, the Issuer shall pay the
defaulted interest then borne by the Series A Notes or the Series B Notes, as
the case may be (plus interest on such defaulted interest to the extent lawful),
in any lawful manner. The Issuer may pay the defaulted interest to the Persons
who are Holders on a subsequent special record date. The Issuer shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail or cause to be
mailed to each affected Holder a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.

     Section 2.13. CUSIP NUMBERS, ISINS. The Issuer in issuing the Notes may use
CUSIP numbers and ISINs (if then generally in use) and, if so, the Trustee shall
use CUSIP numbers and ISINs numbers in notices of redemption as a convenience to
Holders; PROVIDED, HOWEVER, that any such notice may state that no
representation is made as to the correctness of such numbers, either as printed
on the Notes or as contained in any notice of a redemption that reliance may be
placed only on the other identification numbers printed on the Notes and that
any such redemption shall not be affected by any defect in or omission of such
numbers. The Issuer shall advise the Trustee of any change in the CUSIP numbers
and ISINs numbers.

     Section 2.14. CALCULATION OF PRINCIPAL AMOUNT AT MATURITY OF NOTES. The
aggregate principal amount at maturity of the Notes, at any date of
determination, shall be the sum of (1) the principal amount at maturity of the
Series A Notes at such date of determination plus (2) the principal amount at
maturity of the Series B Notes at such date of determination. With respect to
any matter requiring consent, waiver, approval or other action of the Holders of
a specified percentage of the principal amount at maturity of all the Notes (and
not solely the Series A Notes or the Series B Notes as provided for in the
proviso to the first sentence of Section 9.02), such percentage shall be
calculated, on the relevant date of determination, by dividing (a) the principal
amount at maturity, as of such date of determination, of Notes, the Holders of
which have so consented by (b) the aggregate principal amount at maturity, as of
such date of determination, of the Notes then outstanding, in each case, as
determined in accordance with the preceding sentence, Section 2.09 and Section
13.06 of this Indenture. Any such

                                       54
<Page>

calculation made pursuant to this Section 2.14 shall be made by the Issuer and
delivered to the Trustee pursuant to an Officers' Certificate.

                                    ARTICLE 3
                                   REDEMPTION

     Section 3.01. OPTIONAL REDEMPTION. (a) The Notes may be redeemed, in whole
or in part, at any time prior to October 1, 2009, at the option of the Issuer
upon not less than 30 nor more than 60 days' prior notice mailed by first class
mail to each holder's registered address, at a redemption price equal to 100% of
the Accreted Value of the Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Liquidated Damages, if any, to, the applicable
redemption date.

     (b)       At any time and from time to time on or after October 1, 2009
the Issuer may redeem the Notes in whole or in part upon not less than 30 nor
more than 60 days' prior notice, at the redemption prices (expressed as
percentages of principal amount at maturity) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, on the Notes to be redeemed, if
any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on October 1 of the years indicated below:

               SERIES A NOTES

<Table>
<Caption>
                       YEAR                           PERCENTAGE
                       ----                           ----------
                       <S>                            <C>
                       2009 ........................  105.000%
                       2010 ........................  103.333%
                       2011 ........................  101.667%
                       2012 and thereafter..........  100.000%
</Table>

               SERIES B NOTES

<Table>
<Caption>
                       YEAR                           PERCENTAGE
                       ----                           ----------
                       <S>                            <C>
                       2009 ........................  105.250%
                       2010 ........................  103.500%
                       2011 ........................  101.750%
                       2012 and thereafter..........  100.000%
</Table>

     Section 3.02.  REDEMPTION WITH PROCEEDS OF EQUITY OFFERINGS.

     (a)       At any time and from time to time on or prior to October 1, 2007
the Issuer may on any or more occasions redeem up to 35% of the aggregate
principal amount at maturity of the Series A Notes, provided that at least 65%
of the aggregate principal amount at maturity of the Series A Notes remains
outstanding

                                       55
<Page>

immediately after the occurrence of such redemption (excluding Series A Notes
held by the Issuer and its Subsidiaries) at a redemption price of 110.000% of
the Accreted Value of the Series A Notes, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date, in each case, with the net
cash proceeds of one or more Equity Offerings; PROVIDED THAT the redemption
occurs within 90 days of the date of the closing of such Equity Offering.

     (b)       At any time and from time to time on or prior to October 1, 2007
the Issuer may on any one or more occasions redeem (x) up to 35% of the
aggregate principal amount at maturity of the Series B Notes, provided that at
least 65% of the aggregate principal amount at maturity of the Series B Notes
remains outstanding immediately after the occurrence of such redemption
(excluding Series B Notes held by the Issuer and its Subsidiaries) or (y) all,
but not less than all, of the Series B Notes then outstanding, in each case at a
redemption price of 110.500% of the Accreted Value of the Series B Notes at such
redemption date plus accrued and unpaid interest and Liquidated Damages, if any,
to the redemption date, in each case, with the net cash proceeds of one or more
Equity Offerings; PROVIDED THAT the redemption occurs within 90 days of the date
of the closing of such Equity Offering.

     Section 3.03. METHOD AND EFFECT OF REDEMPTION. (a) If the Issuer elects to
redeem Notes, it must notify the Trustee of the redemption date, the principal
amount at maturity of Series A Notes and/or Series B Notes to be redeemed and
the redemption price by delivering an Officers' Certificate and an Opinion of
Counsel, to the effect that such redemption shall comply with the conditions set
forth in this Article 3, 40 to 60 days before the redemption date (unless a
shorter period is satisfactory to the Trustee). The Trustee shall select the
Notes to be redeemed in compliance with the principal national securities
exchange, if any, on which the Notes are listed, or if such Notes are not so
listed, on a pro rata basis, by lot or by any other method the Trustee in its
sole discretion deems fair and appropriate, in denominations of $5,000 principal
amount at maturity or an integral multiple of $1,000 in excess thereof. The
Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be
called for redemption. Any such notice may be cancelled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

     (b)       Notice of redemption must be sent by the Issuer or at the
Issuer's request, by the Trustee in the name and at the expense of the Issuer,
to Holders whose Notes are to be redeemed at least 30 but not more than 60 days
before the redemption date, except that redemption notices may be mailed more
than 60 days prior to a redemption date if the notice is issued in connection
with Section 8.01 or Section 8.02 of this Indenture. The notice of redemption
will identify the Notes to be redeemed and will include or state the following:

                (i)     the redemption date;

                                       56
<Page>

                (ii)    the redemption price including the portion thereof
     representing any accrued interest or Liquidated Damages, if any;

                (iii)   the names and addresses of the Paying Agents where Notes
     are to be surrendered;

                (iv)    notes called for redemption must be surrendered to a
     Paying Agent in order to collect the redemption price and any accrued
     interest or Liquidated Damages;

                (v)     on the redemption date the redemption price will become
     due and payable on Notes called for redemption and interest on Notes called
     for redemption will cease to accrue on and after the redemption date;

                (vi)    if fewer than all the outstanding Notes are to be
     redeemed, the certificate numbers and principal amount at maturity of the
     particular Notes to be redeemed, the aggregate principal amount at maturity
     of Notes to be redeemed and the aggregate principal amount at maturity of
     Notes to be outstanding after such partial redemption;

                (vii)   if any Note is to be redeemed in part only, the portion
     of the principal amount at maturity of that Note that is to be redeemed;

                (viii)  if any Note is to be redeemed in part, on and after the
     redemption date, upon surrender of such Note, new Notes equal in principal
     amount at maturity to the unredeemed part will be issued;

                (ix)    the CUSIP number and/or ISIN number, if any, printed on
     the Notes being redeemed; and

                (x)     that no representation is made as to the correctness or
     accuracy of the CUSIP number or CINS number listed in such notice or
     printed on the Notes and that the Holder should rely only on the other
     identification numbers printed on the Notes.

     (c)       Once notice of redemption pursuant to this Section 3.03 is mailed
to the Holders, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to any Paying Agent, the Issuer shall redeem such Notes at the redemption price.
Commencing on the redemption date, Notes redeemed will cease to accrue Accreted
Value and interest, in each case to the extent applicable; provided, however,
that if the redemption date is after a regular record date and on or prior to
the interest payment date, the accrued interest and Liquidated Damages, if any,
shall be payable to the Holder of the redeemed Notes registered on the relevant

                                       57
<Page>

record date. Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder. Upon surrender
of any Note redeemed in part, the holder will receive a new note equal in
principal amount at maturity to the unredeemed portion of the surrendered Note.

     Section 3.04. DEPOSIT OF REDEMPTION PRICE. Prior to 10:00 a.m., New York
City time, on the redemption date, the Issuer shall deposit with the Paying
Agent (or, if the Issuer or a Wholly Owned Subsidiary is a Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Notes or portions thereof to be redeemed on that date
other than Notes or portions of Notes called for redemption that have been
delivered by the Issuer to the Trustee for cancellation. On and after the
redemption date, interest shall cease to accrue on the Notes or portions thereof
called for redemption so long as the Issuer has deposited with the Paying Agent
funds sufficient to pay the principal of, plus accrued and unpaid interest on,
the Notes to be redeemed, unless a Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture.

                                    ARTICLE 4
                                    COVENANTS

     Section 4.01. PAYMENT OF NOTES. (a) The Issuer agrees to pay the principal
of and interest on the Notes on the dates and in the manner provided in the
Notes and this Indenture. Not later than 9:00 A.M. (New York City time) on the
due date of any principal of or interest on any Notes, or any redemption or
purchase price of the Notes, the Issuer will deposit with the Trustee (or Paying
Agent) money in immediately available funds sufficient to pay such amounts,
PROVIDED that if the Issuer is acting as Paying Agent, it will, on or before
each due date, segregate and hold in a separate trust fund for the benefit of
the Holders a sum of money sufficient to pay such amounts until paid to such
Holders or otherwise disposed of as provided in this Indenture. In each case the
Issuer will promptly notify the Trustee of its compliance with this paragraph.

     (b)       An installment of principal or interest will be considered paid
on the date due if the Trustee (or Paying Agent, other than the Issuer) holds on
that date money designated for and sufficient to pay the installment. If the
Issuer acts as Paying Agent, an installment of principal or interest will be
considered paid on the due date only if paid to the Holders.

     The Issuer shall pay interest on overdue principal at the rate specified
therefor in the Notes, and it shall pay interest on overdue installments of
interest at the same rate borne by the Notes to the extent lawful.

                                       58
<Page>

     Section 4.02. REPORTS AND OTHER INFORMATION. Notwithstanding that the
Issuer may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, or otherwise report on an annual and quarterly basis on
forms provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the SEC, the Issuer shall (x) file with the SEC and
(y) provide the Trustee and Holders with copies thereof, without cost to each
Holder, the following information:

     (a)       within 90 days after the end of each fiscal year (or such shorter
period as may be required by the SEC), annual reports on Form 10-K (or any
successor or comparable form) containing the information required to be
contained therein (or required in such successor or comparable form), and

     (b)       within 45 days (75 days in the case of the fiscal quarter ending
September 30, 2004) after the end of each of the first three fiscal quarters of
each fiscal year (or such shorter period as may be required by the SEC)
commencing with the fiscal quarter ending September 30, 2004, reports on Form
10-Q (or any successor or comparable form);

PROVIDED, HOWEVER, that the Issuer shall not be so obligated to file such
reports with the SEC if the SEC does not permit such filing, in which event the
Issuer shall make available such information to prospective purchasers of Notes,
in addition to providing such information to the Trustee and the Holders, in
each case within 15 days after the time the Issuer would be required to file
such information with the SEC if it were subject to Section 13 or 15(d) of the
Exchange Act.

     The Issuer shall also furnish to Holders, securities analysts and
prospective investors upon request the information required to be delivered
pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act (it being
acknowledged and agreed that, prior to the first date on which information is
required to be provided under this Section 4.02, the information contained in
the Offering Memorandum is sufficient for this purpose).

     So long as the Parent becomes a Guarantor (there being no obligation of the
Parent to do so), holds no material assets other than cash, Cash Equivalents and
the Capital Stock of the Issuer (and performs the related incidental activities
associated with such ownership) and complies with the requirements of Rule 3-10
of Regulation S-X promulgated by the SEC (or any successor provision), the
reports, information and other documents required to be filed and furnished to
holders of the Notes pursuant to this covenant may, at the option of the Issuer,
be filed by and be those of the Parent rather than the Issuer.

     Notwithstanding the foregoing, the requirements described in this Section
4.02 shall be deemed satisfied prior to the commencement of the Registered

                                       59
<Page>

Exchange Offer pursuant to the Registration Rights Agreement or the
effectiveness of the Shelf Registration Statement contemplated thereby by the
filing with the SEC of the Exchange Offer Registration Statement and/or Shelf
Registration Statement, and any amendments thereto, with such financial
information that satisfies Regulation S-X of the Securities Act.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively (subject to Article 7 hereof) on Officers'
Certificates).

     Section 4.03. LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF
PREFERRED STOCK. (a) Crystal LLC will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise (collectively, "INCUR"), with respect to any
Indebtedness (including Acquired Debt), and Crystal LLC will not permit any of
its Restricted Subsidiaries to issue any shares of Preferred Stock; PROVIDED,
HOWEVER, (i) that Crystal LLC and any Restricted Subsidiary of Crystal LLC other
than BCP Crystal and any of its Restricted Subsidiaries may incur Indebtedness
(including Acquired Debt) if the Fixed Charge Coverage Ratio for Crystal LLC's
most recently ended four full fixed quarters for which internal financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred would have been at least 2.00 to 1.00 and (ii) that BCP
Crystal and any Restricted Subsidiary of BCP Crystal may incur Indebtedness
(including Acquired Debt) and may issue Preferred Stock if the Fixed Charge
Coverage Ratio for BCP Crystal's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Preferred Stock
is issued would have been at least 2.00 to 1.00, in each case determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred or the Preferred
Stock had been issued, as the case may be, and the application of proceeds
therefrom had occurred at the beginning of such four-quarter period.

     (b)       The limitations set forth in Section 4.03(a) shall not
prohibit the incurrence of any of the following (collectively, "PERMITTED
DEBT"):

                (i)     Indebtedness under the Credit Agreement together with
     the incurrence of the guarantees thereunder and the issuance and creation
     of letters of credit and bankers' acceptances thereunder (with letters of
     credit and bankers' acceptances being deemed to have a principal amount
     equal to the face amount thereof), up to an aggregate principal amount of
     $1,250

                                       60
<Page>

     million outstanding at any one time less the amount of all mandatory
     principal payments actually made by the borrower thereunder in respect of
     Indebtedness thereunder with Net Proceeds from Asset Sales;

                (ii)    Indebtedness represented by the Notes (including any
     Guarantee);

                (iii)   Existing Indebtedness (other than Indebtedness described
     in clauses (i) and (ii));

                (iv)    Indebtedness (including Capitalized Lease Obligations)
     incurred or issued by Crystal LLC or any Restricted Subsidiary to finance
     the purchase, lease or improvement of property (real or personal) or
     equipment that is used or useful in a Permitted Business (whether through
     the direct purchase of assets or the Capital Stock of any Person owning
     such assets) in an aggregate principal amount that, when aggregated with
     the principal amount of all other Indebtedness then outstanding and
     incurred pursuant to this clause (iv), does not exceed 4.0% of Total
     Assets;

                (v)    Indebtedness incurred by Crystal LLC or any Restricted
     Subsidiary constituting reimbursement obligations with respect to letters
     of credit issued in the ordinary course of business, including without
     limitation letters of credit in respect of workers' compensation claims,
     health, disability or other employee benefits or property, casualty or
     liability insurance or self-insurance or other Indebtedness with respect to
     reimbursement-type obligations regarding workers' compensation claims;

                (vi)    Indebtedness arising from agreements of Crystal LLC or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred or assumed in
     connection with the disposition of any business, assets or a Subsidiary,
     other than guarantees 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 (other than by application of FIN 45
     as a result of an amendment to an obligation in existence on the Issue
     Date) of Crystal LLC or any Restricted Subsidiary (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 non-cash proceeds (the fair market
     value of such non-cash proceeds being measured at the time received and
     without giving effect to any subsequent changes in value) actually received
     by Crystal LLC and any Restricted Subsidiaries in connection with such
     disposition;

                                       61
<Page>

                (vii)   Indebtedness of Crystal LLC owed to and held by any
     Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to
     and held by Crystal LLC or any Restricted Subsidiary; PROVIDED, HOWEVER,
     that any subsequent issuance or transfer of any Capital Stock or any other
     event that results in any such Restricted Subsidiary ceasing to be a
     Restricted Subsidiary or any subsequent transfer of any such Indebtedness
     (except to Crystal LLC or a Restricted Subsidiary) shall be deemed, in each
     case, to constitute the incurrence of such Indebtedness by Crystal LLC
     thereof;

                (viii)  shares of Preferred Stock of a Restricted Subsidiary
     issued to Crystal LLC or a Restricted Subsidiary; PROVIDED that any
     subsequent issuance or transfer of any Capital Stock or any other event
     which results in any such Restricted Subsidiary ceasing to be a Restricted
     Subsidiary or any other subsequent transfer of any such shares of Preferred
     Stock (except to Crystal LLC or a Restricted Subsidiary) shall be deemed in
     each case to be an issuance of such shares of Preferred Stock;

                (ix)    Hedging Obligations of Crystal LLC or any Restricted
     Subsidiary (excluding Hedging Obligations entered into for speculative
     purposes) for the purpose of limiting (A) interest rate risk with respect
     to any Indebtedness that is permitted by the terms of this Indenture to be
     outstanding or (B) exchange rate risk with respect to any currency exchange
     or (C) commodity risk;

                (x)     obligations in respect of performance, bid, appeal and
     surety bonds and performance and completion guarantees provided by Crystal
     LLC or any Restricted Subsidiary or obligations in respect of letters of
     credit related thereto, in each case in the ordinary course of business or
     consistent with past practice;

                (xi)    Indebtedness of Crystal LLC or any Restricted Subsidiary
     or Preferred Stock of any Restricted Subsidiary not otherwise permitted
     hereunder in an aggregate principal amount or liquidation preference which,
     when aggregated with the principal amount and liquidation preference of all
     other Indebtedness and Preferred Stock then outstanding and incurred
     pursuant to this clause (xi), does not at any one time outstanding exceed
     $150.0 million (it being understood that any Indebtedness or Preferred
     Stock incurred pursuant to this clause (xi) shall cease to be deemed
     incurred or outstanding for purposes of this clause (xi) but shall be
     deemed incurred for the purposes of the first paragraph of this covenant
     from and after the first date on which Crystal LLC or such Restricted
     Subsidiary could have incurred such Indebtedness or Preferred Stock under
     the first paragraph of this clause (xi) without reliance on this clause
     (xi));

                                       62
<Page>

                (xii)   any guarantee by Crystal LLC or a Restricted Subsidiary
     of Indebtedness or other obligations of any Restricted Subsidiary so long
     as the incurrence of such Indebtedness incurred by such Restricted
     Subsidiary is permitted under the terms of this Indenture;

                (xiii)  the incurrence by Crystal LLC or any Restricted
     Subsidiary of Indebtedness or Preferred Stock that serves to refund or
     refinance any Indebtedness incurred as permitted under Section 4.03(a) and
     clauses (ii) and (iii) above, this clause (xiii) and clause (xiv) below or
     any Indebtedness issued to so refund or refinance such Indebtedness
     including additional Indebtedness incurred to pay premiums and fees in
     connection therewith (the "REFINANCING INDEBTEDNESS") prior to its
     respective maturity; PROVIDED, HOWEVER, that such Refinancing Indebtedness
     (A) has a Weighted Average Life to Maturity at the time such Refinancing
     Indebtedness is incurred which is not less than the remaining Weighted
     Average Life to Maturity of the Indebtedness being refunded or refinanced,
     (B) to the extent such Refinancing Indebtedness refinances Indebtedness
     subordinated or pari passu to the Notes, such Refinancing Indebtedness is
     subordinated or pari passu to the Notes at least to the same extent as the
     Indebtedness being refinanced or refunded, (C) shall not include
     Indebtedness or Preferred Stock of Crystal LLC or a Restricted Subsidiary
     that refinances Indebtedness or Preferred Stock of an Unrestricted
     Subsidiary, (D) shall not be in a principal amount in excess of the
     principal amount of, premium, if any, accrued interest on, and related fees
     and expenses of, the Indebtedness being refunded or refinanced and (E)
     shall not have a stated maturity date prior to the Stated Maturity of the
     Indebtedness being refunded or refinanced; and provided further, that
     subclauses (A), (B) and (E) of this clause (xiii) will not apply to any
     refunding or refinancing of any Bank Debt or Indebtedness of a Restricted
     Subsidiary of Crystal LLC;

                (xiv)   Indebtedness or Preferred Stock of Persons that are
     acquired by Crystal LLC or any Restricted Subsidiary or merged into Crystal
     LLC or a Restricted Subsidiary in accordance with the terms of this
     Indenture; PROVIDED that such Indebtedness or Preferred Stock is not
     incurred in connection with or in contemplation of such acquisition or
     merger; and PROVIDED, FURTHER, that after giving effect to such acquisition
     or merger, (i) in the case of an acquisition by or merger with Crystal LLC
     or any Restricted Subsidiary of Crystal LLC other than BCP Crystal and any
     of its

                                       63
<Page>

     Restricted Subsidiaries, either (A) Crystal LLC would be permitted to Incur
     at least $1.00 of additional Indebtedness pursuant to clause (i) of the
     Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (B) the
     Fixed Charge Coverage Ratio of Crystal LLC would be greater than
     immediately prior to such acquisition or merger; or (ii) in the case of an
     acquisition by or merger with BCP Crystal or any of its Restricted
     Subsidiaries, either (A) BCP Crystal would be permitted to Incur at least
     $1.00 of additional Indebtedness pursuant to clause (ii) of the Fixed
     Charge Coverage Ratio test set forth in Section 4.03(a) or (B) the Fixed
     Charge Coverage Ratio of BCP Crystal would be greater than immediately
     prior to such acquisition or merger;

                (xv)    Indebtedness arising from the honoring by a bank or
     financial institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business, provided that such
     Indebtedness, other than credit or purchase cards, is extinguished within
     five business days of its incurrence;

                (xvi)   Indebtedness of Crystal LLC or any Restricted Subsidiary
     of Crystal LLC supported by a letter of credit issued pursuant to the
     Credit Agreement in a principal amount not in excess of the stated amount
     of such letter of credit;

                (xvii)  Contribution Indebtedness;

                (xviii) Indebtedness consisting of the financing of insurance
     premiums;

                (xix)   (a) (i) in the case of Foreign Subsidiaries of Crystal
     LLC that are not Subsidiaries of BCP Crystal, if Crystal LLC could Incur
     $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.03(a)
     after giving effect to such borrowing, Indebtedness of Foreign Subsidiaries
     of Crystal LLC not otherwise permitted hereunder and (ii) in the case of
     Foreign Subsidiaries of BCP Crystal, if BCP Crystal could incur $1.00 of
     additional Indebtedness pursuant to clause (ii) of Section 4.03(a) after
     giving effect to such borrowing, Indebtedness of Foreign Subsidiaries of
     BCP Crystal not otherwise permitted hereunder, or (b) if neither Crystal
     LLC nor any of its Restricted Subsidiaries could Incur $1.00 of additional
     Indebtedness pursuant to Section 4.03(a) after giving effect to such
     borrowing, Indebtedness of Foreign Subsidiaries of Crystal LLC Incurred for
     working capital purposes, PROVIDED, HOWEVER, that the aggregate principal
     amount of Indebtedness Incurred under this clause (xix) which, when
     aggregated with the principal amount of all other Indebtedness then
     outstanding and Incurred pursuant to this clause (xix), does not exceed the
     greater of (x) 280.0 million and (y) 10% of the consolidated assets of the
     Foreign Subsidiaries;

                (xx)    Indebtedness incurred on behalf of or representing
     Guarantees of Indebtedness of joint ventures not in excess of $25.0 million
     at any time outstanding;

                                       64
<Page>

                (xxi)   Indebtedness incurred by a Securitization Subsidiary in
     a Qualified Securitization Financing that is not recourse to Crystal LLC or
     any Restricted Subsidiary of Crystal LLC other than a Securitization
     Subsidiary (except for Standard Securitization Undertakings);

                (xxii)  letters of credit issued for the account of a Restricted
     Subsidiary in support of a Captive Insurance Subsidiary's reinsurance of
     insurance policies issued for the benefit of Restricted Subsidiaries and
     other letters of credit or bank guarantees having an aggregate face amount
     not in excess of $10.0 million;

                (xxiii) Indebtedness of one or more Subsidiaries organized under
     the laws of the People's Republic of China for their own general corporate
     purposes in an aggregate principal amount not to exceed $150.0 million at
     any time outstanding, PROVIDED that such Indebtedness is not guaranteed by,
     does not receive any credit support from and is non-recourse to the Crystal
     LLC or any Restricted Subsidiary other than the Subsidiary or Subsidiaries
     incurring such Indebtedness; and

                (xxiv)  all premium (if any), interest (including post-petition
     interest), fees, expenses, charges and additional or contingent interest on
     obligations described in paragraphs (i) through (xxiii) above.

     Notwithstanding anything to the contrary herein, (A) no Restricted
Subsidiary of Crystal LLC that is a direct or indirect parent entity of BCP
Crystal may incur Indebtedness or issue Preferred Stock except for guarantees of
any existing Indebtedness, or any future Indebtedness, of BCP Crystal and its
Restricted Subsidiaries permitted under this Indenture and (B) prior to the
Restructuring Date, the Purchaser shall not be permitted to incur any
Indebtedness other than Indebtedness under clause (ii) above and, in respect of
Indebtedness under such clause, any Refinancing Indebtedness in respect thereof
permitted under clause (xiii) above and any Indebtedness incurred in connection
with the HC Activities and the HC Investments.

     (c)       For purposes of determining compliance with this Section 4.03,
in the event that an item of proposed Indebtedness meets the criteria of more
than one of the categories of Permitted Debt described in clauses (i) through
(xxiv) above, or is entitled to be incurred pursuant to Section 4.03(a), Crystal
LLC will be permitted to classify and later reclassify such item of Indebtedness
in any manner that complies with this Section 4.03, and such item of
Indebtedness will be treated as having been incurred pursuant to only one of
such categories. Accrual of interest, the accretion of accreted value and the
payment of interest in the form of additional Indebtedness will not be deemed to
be an incurrence of Indebtedness for purposes of this Section 4.03. Indebtedness
under the Credit Agreement outstanding on the date on which Notes are first
issued and

                                       65
<Page>

authenticated under this Indenture will be deemed to have been incurred on such
date in reliance on the exception provided by Section 4.03(b)(i). The maximum
amount of Indebtedness that Crystal LLC and its Restricted Subsidiaries may
incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with
respect to any outstanding Indebtedness, solely as a result of fluctuations in
the exchange rate of currencies.

     Section 4.04. LIMITATION ON RESTRICTED PAYMENTS. (a) Crystal LLC shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly:

                (i)     declare or pay any dividend or make any other payment or
     distribution on account of Crystal LLC's or any of its Restricted
     Subsidiaries' Equity Interests, including any dividend or distribution
     payable in connection with any merger or consolidation (other than (A)
     dividends or distributions by Crystal LLC payable in Equity Interests
     (other than Disqualified Stock) of Crystal LLC or in options, warrants or
     other rights to purchase such Equity Interests (other than Disqualified
     Stock) or (B) dividends or distributions by a Restricted Subsidiary to
     Crystal LLC or any other Restricted Subsidiary so long as, in the case of
     any dividend or distribution payable on or in respect of any class or
     series of securities issued by a Restricted Subsidiary other than a Wholly
     Owned Subsidiary, Crystal LLC or a Restricted Subsidiary receives at least
     its PRO RATA share of such dividend or distribution in accordance with its
     Equity Interests in such class or series of securities);

                (ii)    purchase, redeem or otherwise acquire or retire for
     value any Equity Interests of Crystal LLC or any direct or indirect parent
     corporation of Crystal LLC, including in connection with any merger or
     consolidation involving Crystal LLC;

                (iii)   make any principal payment on, or redeem, repurchase,
     defease or otherwise acquire or retire for value, in each case prior to any
     scheduled repayment, sinking fund payment or maturity, any Indebtedness
     subordinated or junior in right of payment to the Notes (other than (x)
     Indebtedness permitted under Section 4.03(b)(vii) or (viii) and (y) the
     purchase, repurchase or other acquisition of Indebtedness subordinated or
     junior in right of payment to the Notes, as the case may be, purchased in
     anticipation of satisfying a sinking fund obligation, principal installment
     or final maturity, in each case due within one year of the date of
     purchase, repurchase or acquisition); or

                (iv)    make any Restricted Investment

                                       66
<Page>

(all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of
and after giving effect to such Restricted Payment:

               (1)  no Default or Event of Default shall have occurred and be
          continuing or would occur as a consequence of such Restricted Payment;
          and

               (2)  (A) With respect to a Restricted Payment by Crystal LLC or
          any Restricted Subsidiary of Crystal LLC other than BCP Crystal or any
          of its Restricted Subsidiaries, Crystal LLC would, at the time of such
          Restricted Payment and after giving pro forma effect thereto as if
          such Restricted Payment had been made at the beginning of the
          applicable four-quarter period, have been permitted to incur at least
          $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
          Ratio test set forth in clause (i) of Section 4.03(a) (it being
          understood that for purposes of calculating the Fixed Charge Coverage
          Ratio for this purpose only, any of Crystal LLC's noncash interest
          expense and amortization of original issue discount shall be excluded)
          or (B) with respect to a Restricted Payment by BCP Crystal or any
          Restricted Subsidiary of BCP Crystal, BCP Crystal would, at the time
          of such Restricted Payment and after giving pro forma effect thereto
          as if such Restricted Payment had been made at the beginning of the
          applicable four-quarter period, have been permitted to incur at least
          $1,00 of additional Indebtedness pursuant to the Fixed Charge Coverage
          Ratio test set forth in clause (ii) of Section 4.03 (a); and

               (3)  such Restricted Payment, together with the aggregate amount
          of all other Restricted Payments made by Crystal LLC and the
          Restricted Subsidiaries after June 8, 2004 (excluding Restricted
          Payments permitted by clauses (ii), (iii), (iv), (vi), (viii), (ix),
          (x), (xi), (xii), (xiii), (xv) and (xvi) of Section 4.04(b)), is less
          than the sum, without duplication, of

                 (A)  50% of the Consolidated Net Income (it being understood
          that for purposes of calculating Consolidated Net Income pursuant to
          this clause 3(A) only, any of Crystal LLC's non-cash interest expense
          and amortization of original issue discount shall be excluded) of
          Crystal LLC for the period (taken as one accounting period) from the
          beginning of the first fiscal quarter commencing after June 8, 2004,
          to the end of Crystal LLC's most recently ended fiscal quarter for
          which internal financial statements are available at the time of such
          Restricted

                                       67
<Page>

          Payment (or, in the case such Consolidated Net Income for such period
          is a deficit, minus 100% of such deficit), plus

                 (B)  100% of the aggregate net cash proceeds and the fair
          market value, as determined in good faith by the Board of Directors of
          Crystal LLC, of property and marketable securities received by Crystal
          LLC since immediately after June 8, 2004 from the issue or sale of (x)
          Equity Interests of Crystal LLC (including Retired Capital Stock (as
          defined below)) (other than (i) Excluded Contributions, (ii)
          Designated Preferred Stock and (iii) cash proceeds and marketable
          securities received from the sale of Equity Interests to members of
          management, directors or consultants of Crystal LLC, any direct or
          indirect parent corporation of Crystal LLC and the Subsidiaries to the
          extent such amounts have been applied to Restricted Payments made in
          accordance Section 4.04(b)(iv)) and, to the extent actually
          contributed to Crystal LLC, Equity Interests of Crystal LLC's direct
          or indirect parent entities and (y) debt securities of Crystal LLC
          that have been converted into such Equity Interests of Crystal LLC
          (other than Refunding Capital Stock (as defined below) or Equity
          Interests or convertible debt securities of Crystal LLC sold to a
          Restricted Subsidiary or Crystal LLC, as the case may be, and other
          than Disqualified Stock or debt securities that have been converted
          into Disqualified Stock), plus

                 (C)  100% of the aggregate amount of cash and the fair market
          value, as determined in good faith by the Board of Directors of
          Crystal LLC, of property and marketable securities contributed to the
          capital of Crystal LLC following June 8, 2004 (other than (i) Excluded
          Contributions, (ii) the Cash Contribution Amount and (iii)
          contributions by a Restricted Subsidiary), plus

                 (D)  100% of the aggregate amount received in cash and the fair
          market value, as determined in good faith by the Board of Directors of
          Crystal LLC, of property and marketable securities received by means
          of:

                    (I)    the sale or other disposition (other than to Crystal
                 LLC or a Restricted Subsidiary) of Restricted Investments made
                 by Crystal LLC or its Restricted Subsidiaries and repurchases
                 and redemptions of such Restricted Investments from Crystal LLC
                 or its Restricted Subsidiaries and repayments of loans or
                 advances which constitute Restricted Investments by Crystal LLC
                 or its Restricted Subsidiaries,

                                       68
<Page>

                    (II)   the sale (other than to Crystal LLC or a Restricted
                 Subsidiary) of the Capital Stock of an Unrestricted Subsidiary
                 or a distribution from an Unrestricted Subsidiary (other than
                 in each case to the extent the Investment in such Unrestricted
                 Subsidiary was made by a Restricted Subsidiary pursuant to
                 clause (v) or (xiv) of Section 4.04(b) or to the extent such
                 Investment constituted a Permitted Investment), or

                    (III)  a dividend from an Unrestricted Subsidiary, plus

                 (E)  in the case of the redesignation of an Unrestricted
          Subsidiary as a Restricted Subsidiary or the merger or consolidation
          of an Unrestricted Subsidiary into Crystal LLC or a Restricted
          Subsidiary or the transfer of assets of an Unrestricted Subsidiary to
          Crystal LLC or a Restricted Subsidiary, the fair market value of the
          Investment in such Unrestricted Subsidiary, as determined by the Board
          of Directors of Crystal LLC in good faith at the time of the
          redesignation of such Unrestricted Subsidiary as a Restricted
          Subsidiary or at the time of such merger, consolidation or transfer of
          assets (other than an Unrestricted Subsidiary to the extent the
          Investment in such Unrestricted Subsidiary was made by a Restricted
          Subsidiary pursuant to clause (v) or (xiv) of Section 4.04(b) or to
          the extent such Investment constituted a Permitted Investment).

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

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

                (ii)    (A) the redemption, repurchase, retirement or other
     acquisition of any Equity Interests of Crystal LLC or any direct or
     indirect parent corporation ("RETIRED CAPITAL STOCK") or Indebtedness
     subordinated to the Notes, as the case may be, in exchange for or out of
     the proceeds of the substantially concurrent sale (other than to a
     Restricted Subsidiary or Crystal LLC) of Equity Interests of Crystal LLC or
     contributions to the equity capital of Crystal LLC (in each case, other
     than Disqualified Stock) ("REFUNDING CAPITAL STOCK"); and (B) the
     declaration and payment of accrued dividends on the Retired Capital Stock
     out of the proceeds of the substantially concurrent sale (other than to a
     Restricted Subsidiary or Crystal LLC) of Refunding Capital Stock;

                                       69
<Page>

                (iii)   the redemption, repurchase or other acquisition or
     retirement of Indebtedness subordinated to the Notes made by exchange for,
     or out of the proceeds of the substantially concurrent sale of, new
     Indebtedness of the borrower thereof, which is incurred in compliance with
     Section 4.03 so long as

                           (A)   the principal amount of such new Indebtedness
                 does not exceed the principal amount of the Indebtedness
                 subordinated to the Notes being so redeemed, repurchased,
                 acquired or retired for value plus the amount of any reasonable
                 premium required to be paid under the terms of the instrument
                 governing the Indebtedness subordinated to the Notes being so
                 redeemed, repurchased, acquired or retired for value,

                           (B)   such new Indebtedness is subordinated to the
                 Notes at least to the same extent as such Indebtedness
                 subordinated to such Notes so purchased, exchanged, redeemed,
                 repurchased, acquired or retired for value,

                           (C)   such new Indebtedness has a final scheduled
                 maturity date equal to or later than the final scheduled
                 maturity date of the Indebtedness subordinated to such Notes
                 being so redeemed, repurchased, acquired or retired and

                           (D)   such new Indebtedness has a Weighted Average
                 Life to Maturity equal to or greater than the remaining
                 Weighted Average Life to Maturity of the Indebtedness
                 subordinated to such Notes being so redeemed, repurchased,
                 acquired or retired;

                (iv)    a Restricted Payment to pay for the repurchase,
     retirement or other acquisition or retirement for value of common Equity
     Interests of Crystal LLC or any of its direct or indirect parent entities
     held by any future, present or former employee, director or consultant of
     Crystal LLC, any of its Subsidiaries or (to the extent such person renders
     services to the businesses of Crystal LLC and its Subsidiaries) Crystal
     LLC's direct or indirect parent entities, pursuant to any management equity
     plan or stock option plan or any other management or employee benefit plan
     or agreement or arrangement; provided, however, that the aggregate amount
     of all such Restricted Payments made under this clause (iv) does not exceed
     in any calendar year $20.0 million (with unused amounts in any calendar
     year being carried over to the next two succeeding calendar years); and
     provided, further, that such amount in any calendar year may be increased
     by an amount not to exceed:

                                       70
<Page>

                           (A)   the cash proceeds from the sale of Equity
                 Interests of Crystal LLC and, to the extent contributed to
                 Crystal LLC, Equity Interests of any of its direct or indirect
                 parent entities, in each case to members of management,
                 directors or consultants of Crystal LLC, any of its
                 Subsidiaries or (to the extent such person renders services to
                 the businesses of Crystal LLC and its Subsidiaries) Crystal
                 LLC's direct or indirect parent entities, that occurs after
                 June 8, 2004; plus

                           (B)   the amount of any cash bonuses otherwise
                 payable by Crystal LLC or to its members of management,
                 directors or consultants of Crystal LLC or any of its
                 Subsidiaries or (to the extent such person renders services to
                 the businesses of Crystal LLC and its Subsidiaries) Crystal
                 LLC's direct or indirect parent entities, in connection with
                 the Transactions that are foregone in return for the receipt of
                 Equity Interests of Crystal LLC or any direct or indirect
                 parent entity of Crystal LLC pursuant to a deferred
                 compensation plan of such entity; plus

                           (C)   the cash proceeds of key man life insurance
                 policies received by Crystal LLC or its Restricted
                 Subsidiaries, or by any direct or indirect parent entity to the
                 extent contributed to Crystal LLC, after June 8, 2004 (PROVIDED
                 that Crystal LLC may elect to apply all or any portion of the
                 aggregate increase contemplated by clauses (A), (B) and (C)
                 above in any calendar year); less

                           (D)   the amount of any Restricted Payments
                 previously made pursuant to clauses (A), (B) and (C) of this
                 clause (iv);

                (v)     Investments in Unrestricted Subsidiaries having an
     aggregate fair market value, taken together with all other Investments made
     pursuant to this clause (v) that are at the time outstanding, without
     giving effect to the sale of an Unrestricted Subsidiary to the extent the
     proceeds of such sale do not consist of cash and/or marketable securities,
     not to exceed $75.0 million at the time of such Investment (with the fair
     market value of each Investment being measured at the time made and without
     giving effect to subsequent changes in value);

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

                (vii)   the payment of dividends on Crystal LLC's common stock
     (or the payment of dividends to any direct or indirect parent entity to
     fund

                                       71
<Page>

     a payment of dividends on such entity's common stock) following the first
     public offering of Crystal LLC's common stock or the common stock of any of
     its direct or indirect parent entities after June 8, 2004, of up to 6.0%
     per annum or the net proceeds received by or contributed to Crystal LLC in
     any past or future public offering, other than public offerings with
     respect to Crystal LLC's or its parent's common stock registered on Form
     S-8 and other than any public sale constituting an Excluded Contribution;

                (viii)  Investments that are made with Excluded Contribution;

                (ix)    the declaration and payment of dividends to, or the
     making of loans to, the Parent in amounts required for it to pay;

                           (A)   (i) overhead, tax liabilities of the Parent
                 (including, prior to the consummation of the Merger, any
                 distribution necessary to allow the Parent to make a Tax
                 Distribution in accordance with clause (B) below), legal,
                 accounting and other professional fees and expenses, (ii) fees
                 and expenses related to any equity offering, investment or
                 acquisition permitted hereunder (whether or not successful) and
                 (iii) other fees and expenses in connection with the
                 maintenance of its existence and its ownership of Crystal LLC;
                 and

                           (B)   (i) with respect to each tax year (or portion
                 thereof) that the Parent qualifies as a Flow Through Entity, a
                 distribution by the Parent to the holders of the Equity
                 Interests of the Parent of an amount equal to the product of
                 (x) the amount of aggregate net taxable income allocated by the
                 Parent to the direct or indirect holders of the Equity
                 Interests of the Parent for such period and (y) the Presumed
                 Tax Rate for such period and (ii) with respect to any tax year
                 (or portion thereof) that the Parent does not qualify as a Flow
                 Through Entity, the payment of dividends or other distributions
                 to any direct or indirect holders of Equity Interests of the
                 Parent in amounts required for such holder to pay federal,
                 state or local income taxes (as the case may be) imposed
                 directly on such holder to the extent such income taxes are
                 attributable to the income of the Parent and its Subsidiaries;
                 provided, however, that in each case the amount of such
                 payments in respect of any tax year does not exceed the amount
                 that the Parent and its Subsidiaries would have been required
                 to pay in respect of federal, state or local taxes (as the case
                 may be) in respect of such year if the Parent and its
                 Subsidiaries paid such taxes directly as a stand-alone taxpayer
                 (or stand-alone group); and

                                       72
<Page>

                (x)     Distributions or payments of Securitization Fees;

                (xi)    cash dividends or other distributions on Crystal LLC's
     or any Restricted Subsidiary's Capital Stock used to, or the making of
     loans, the proceeds of which will be used to, fund the payment of fees and
     expenses incurred in connection with the Transactions, this offering or
     owed to Affiliates, in each case to the extent permitted by Section 4.07;

                (xii)   declaration and payment of dividends to holders of any
     class or series of Disqualified Stock of Crystal LLC or any Restricted
     Subsidiary issued in accordance with Section 4.03 to the extent such
     dividends are included in the definition of Fixed Charges for such entity;

                (xiii)  payment to CAG minority shareholders of the guaranteed
     fixed annual payment (AUSGLEICH) payable pursuant to the Domination
     Agreement;

                (xiv)   other Restricted Payments in an aggregate amount not to
     exceed $50.0 million;

                (xv)    the declaration and payment of dividends or
     distributions to holders of any class or series of Designated Preferred
     Stock issued after the Issue Date and the declaration and payment of
     dividends to any direct or indirect parent company of Crystal LLC, the
     proceeds of which will be used to fund the payment of dividends to holders
     of any class or series of Designated Preferred Stock of any direct or
     indirect parent company of Crystal LLC issued after the Issue Date;
     provided, however, that (A) for the most recently ended four full fiscal
     quarters for which internal financial statements are available immediately
     preceding the date of issuance of such Designated Preferred Stock, after
     giving effect to such issuance on the first day of such period (and the
     payment of dividends or distributions) on a pro forma basis, (i) in the
     case of Designated Preferred Stock of Crystal LLC or any direct or indirect
     parent company of BCP Crystal or Crystal LLC, Crystal LLC would have had a
     Fixed Charge Coverage Ratio of at least 2.00 to 1.00 or (ii) in the case of
     Designated Preferred Stock of BCP Crystal or any of its Subsidiaries, BCP
     Crystal would have had a Fixed Charge Coverage Ratio of at least 2.00 to
     1.00 and (B) the aggregate amount of dividends declared and paid pursuant
     to this clause (xv) does not exceed the net cash proceeds actually received
     by Crystal LLC from any such sale of Designated Preferred Stock issued
     after the Issue Date;

                (xvi)   the distribution, as a dividend or otherwise, of shares
     of Capital Stock of, or Indebtedness owed to Crystal LLC or a Restricted
     Subsidiary of Crystal LLC by, Unrestricted Subsidiaries;

                                       73
<Page>

                (xvii)  the repurchase, redemption or other acquisition or
     retirement for value of any Subordinated Indebtedness pursuant to Sections
     4.06 and 4.08; provided that all Notes tendered by holders of the Notes in
     connection with the related Change of Control Offer or Asset Sale Offer, as
     applicable, have been repurchased, redeemed or acquired for value;

                (xviii) the payment to CAG shareholders of the "minimum
     dividend" (MINDESTAUSSCHUTTUNG) payable pursuant to Section 254 of the
     German Stock Corporation Act (AKTIENGESETZ) in an aggregate amount not to
     exceed EURO 6,000,000 per year; and

                (xix)   the declaration and payment of dividends to Parent with
     the net proceeds received by Crystal LLC from the sale of the Original
     Notes.

PROVIDED, HOWEVER, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (ii) (with respect to the payment of
dividends on Refunding Capital Stock pursuant to clause (B) thereof), (v),
(vii), (ix)(C),(xi), (xiv), (xv), (xvi) and (xvii) of this Section 4.04(b), no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof.

     The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by Crystal LLC or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this covenant will be
determined in good faith by the Board of Directors of Crystal LLC.

     (c)       Crystal LLC will not permit any Unrestricted Subsidiary to
become a Restricted Subsidiary except pursuant to the second to last sentence of
the definition of "Unrestricted Subsidiary". For purposes of designating any
Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments
by Crystal LLC and the Restricted Subsidiaries (except to the extent repaid) in
the Subsidiary so designated will be deemed to be Restricted Payments in an
amount determined as set forth in the second paragraph of the definition of
"Investments". Such designation will be permitted only if a Restricted Payment
in such amount would be permitted at such time under this covenant or the
definition of Permitted Investments and if such Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be
subject to any of the restrictive covenants under this Indenture or the Notes.

     Section 4.05. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES. Crystal LLC will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective

                                       74
<Page>

any consensual encumbrance or restriction on the ability of any such Restricted
Subsidiary to:

     (a)       pay dividends or make any other distributions on its Capital
Stock to Crystal LLC or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or pay any
Indebtedness owed to Crystal LLC or any of its Restricted Subsidiaries;

     (b)       make loans or advances to Crystal LLC or any of its Restricted
Subsidiaries; or

     (c)       sell, lease or transfer any of its properties or assets to
Crystal LLC or any of its Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by
reason of:

               (1)     contractual encumbrances or restrictions in effect on the
     Issue Date, including, without limitation, pursuant to Existing
     Indebtedness or the Credit Agreement and related documentation;

               (2)     this Indenture and the Notes;

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

               (4)     applicable law or any applicable rule, regulation or
     order;

               (5)     any agreement or other instrument of a Person acquired by
     Crystal LLC or any Restricted Subsidiary in existence at the time of such
     acquisition (but not created in contemplation thereof), which encumbrance
     or restriction is not applicable to any Person, or the properties or assets
     of any Person, other than the Person, or the property or assets of the
     Person, so acquired;

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

               (7)     secured Indebtedness otherwise permitted to be incurred
     pursuant Section 4.03 and Section 4.11 that limits the right of the debtor
     to dispose of the assets securing such Indebtedness;

                                       75
<Page>

               (8)     restrictions on cash or other deposits or net worth
     imposed by customers under contracts entered into in the ordinary course of
     business;

               (9)     other Indebtedness of Restricted Subsidiaries (i) that
     are Guarantors or guarantors of the Existing Notes which Indebtedness is
     permitted to be incurred pursuant to an agreement entered into subsequent
     to the Issue Date in accordance with Section 4.03; (ii) that are Foreign
     Subsidiaries which Indebtedness is incurred subsequent to the Issue Date
     pursuant to clauses (iv), (xi) and (xix) of Section 4.03(b); or (iii) that
     is Incurred subsequent to the Issue Date pursuant to Section 4.03 and
     either (A) the provisions relating to such encumbrance or restriction
     contained in such Indebtedness are no less favorable to Crystal LLC, taken
     as a whole, as determined by the Board of Directors of Crystal LLC in good
     faith, than the provisions contained in the Credit Agreement or in the
     indentures governing the Existing Notes, in each case, as in effect on the
     Issue Date or (B) any such encumbrance or restriction contained in such
     Indebtedness does not prohibit (except upon a default or event of default
     thereunder) the payment of dividends in an amount sufficient, as determined
     by the Board of Directors of Crystal LLC in good faith, to make scheduled
     payments of cash interest on the Notes when due;

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

               (11)    customary provisions contained in leases or licenses of
     intellectual property and other similar agreements entered into in the
     ordinary course of business;

               (12)    customary provisions restricting subletting or assignment
     of any lease governing a leasehold interest;

               (13)    customary provisions restricting assignment of any
     agreement entered into in the ordinary course of business;

               (14)    any encumbrances or restrictions of the type referred to
     in clauses (a), (b) and (c) above imposed by any amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings of the contracts, instruments or obligations referred to in
     clauses (1), (2) and (5) above; PROVIDED that such amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings are, in the good faith judgment of Crystal
     LLC's Board of Directors, no more restrictive with respect to such dividend
     and other payment restrictions than those contained in the dividend or
     other payment restrictions prior to such amendment,

                                       76
<Page>

     modification, restatement, renewal, increase, supplement, refunding,
     replacement or refinancing; or

               (15)    any encumbrance or restriction of a Securitization
     Subsidiary effected in connection with a Qualified Securitization
     Financing; PROVIDED, HOWEVER, that such restrictions apply only to such
     Securitization Subsidiary.

     Section 4.06. ASSET SALES. (a) Crystal LLC will not, and will not permit
any of its Restricted Subsidiaries to, consummate an Asset Sale unless (1)
Crystal LLC (or such Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair market
value of the assets or Equity Interests issued or sold or otherwise disposed of;
and (2) except with respect to any sale of the performance products business of
Nutrinova, at least 75% of the consideration received in the Asset Sale by
Crystal LLC or such Restricted Subsidiary is in the form of cash or Cash
Equivalents. The amount of:

               (i)     any liabilities (as shown on Crystal LLC's or such
     Restricted Subsidiary's most recent balance sheet or in the notes thereto)
     of Crystal LLC or any Restricted Subsidiary (other than liabilities that
     are by their terms subordinated to the Notes) that are assumed by the
     transferee of any such assets and for which Crystal LLC and all Restricted
     Subsidiaries have been validly released by all creditors in writing,

               (ii)    any securities received by Crystal LLC or such Restricted
     Subsidiary from such transferee that are converted by Crystal LLC or such
     Restricted Subsidiary into cash (to the extent of the cash received) within
     180 days following the receipt thereof, and

               (iii)   any Designated Non-cash Consideration received by Crystal
     LLC or any of its Restricted Subsidiaries in such Asset Sale having an
     aggregate fair market value (as determined in good faith by Crystal LLC),
     taken together with all other Designated Non-cash Consideration received
     pursuant to this clause (iii) that is at that time outstanding, not to
     exceed the greater of (x) $75.0 million and (y) 1.5% of Total Assets at the
     time of the receipt of such Designated Non-cash Consideration (with the
     fair market value of each item of Designated Non-cash Consideration being
     measured at the time received without giving effect to subsequent changes
     in value)

shall be deemed to be cash solely for the purposes of this Section 4.06(a)(2).

     (b)       Within 395 days after the receipt of any Net Proceeds from an
Asset Sale, Crystal LLC may apply those Net Proceeds at its option to:

                                       77
<Page>

               (i)     permanently reduce Obligations under Bank Debt of Crystal
     LLC (and, in the case of revolving Obligations thereunder, to
     correspondingly reduce commitments with respect thereto) or Indebtedness
     that ranks PARI PASSU with the Notes (provided that if Crystal LLC shall so
     reduce Obligations under such Indebtedness, it will equally and ratably
     reduce Obligations under the Notes by making an offer (in accordance with
     the procedures set forth below for an Asset Sale Offer) to all holders of
     Notes to purchase at a purchase price equal to 100% of the Accreted Value
     thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
     the pro rata Accreted Value of Notes) or Indebtedness of a Restricted
     Subsidiary, in each case other than Indebtedness owed to Crystal LLC or an
     Affiliate of Crystal LLC (provided that in the case of any reduction of any
     revolving obligations, Crystal LLC or such Restricted Subsidiary shall
     effect a corresponding reduction of commitments with respect thereto);
     PROVIDED that, if an offer to purchase any Indebtedness of Cayman 2 or any
     of its Restricted Subsidiaries is made in accordance with the terms of such
     Indebtedness, the obligation to permanently reduce Indebtedness of a
     Restricted Subsidiary will be deemed to be satisfied to the extent of the
     amount of the offer, whether or not accepted by the holders thereof, and no
     Excess Proceeds in the amount of such offer will be deemed to exist
     following such offer;

               (ii)    make an investment in (A) any one or more businesses;
     PROVIDED that such investment in any business is in the form of the
     acquisition of Capital Stock and results in Crystal LLC or a Restricted
     Subsidiary owning an amount of the Capital Stock of such business such that
     it constitutes a Restricted Subsidiary, (B) capital expenditures or (C)
     other assets, in each of (A), (B) and (C), used or useful in a Permitted
     Business; and/or

               (iii)   make an investment in (A) any one or more businesses;
     provided that such investment in any business is in the form of the
     acquisition of Capital Stock and it results in Crystal LLC or a Restricted
     Subsidiary owning an amount of the Capital Stock of such business such that
     it constitutes a Restricted Subsidiary, (B) properties or (C) assets that,
     in each of (A), (B) and (C), replace the businesses, properties and assets
     that are the subject of such Asset Sale;

PROVIDED that the 395-day period provided above to apply any portion of Net
Proceeds in accordance with clause (ii) or (iii) above shall be extended by an
additional 180 days if by not later than the 395th day after receipt of such Net
Proceeds Crystal LLC or a Restricted Subsidiary, as applicable, has entered into
a bona fide binding commitment with a Person other than an Affiliate of Crystal
LLC to make an investment of the type referred to in either such clause in the
amount of such Net Proceeds.

                                       78
<Page>

     When the aggregate amount of Net Proceeds not applied or invested in
accordance with the preceding paragraph ("EXCESS PROCEEDS") exceeds $20.0
million, Crystal LLC will make an offer to all holders of Notes (an "ASSET SALE
OFFER") to purchase on a PRO RATA basis the maximum principal amount at maturity
of Notes that may be purchased out of the Excess Proceeds. The offer price in
any Asset Sale Offer will be equal to 100% of the Accreted Value of the Notes to
be purchased plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase, and will be payable in cash. Crystal LLC shall commence an
Asset Sale Offer with respect to the Excess Proceeds within ten business days
after the date that Excess Proceeds exceeds $20 million by mailing the notice
required pursuant to the terms of Section 4.06(f), with a copy to the Trustee.
Pending the final application of any Net Proceeds, Crystal LLC or such
Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, Crystal LLC may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount at maturity of
Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds,
the Trustee will select the Notes to be purchased on a PRO RATA basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset
at zero.

     (c)       Crystal LLC 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 or regulations are applicable in connection with each
repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Indenture, Crystal LLC shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations described
in this Indenture by virtue thereof.

     (d)       Not later than the date upon which written notice of an Asset
Sale Offer is delivered to the Trustee as provided above, Crystal LLC shall
deliver to the Trustee an Officers' Certificate as to (i) the amount of the
Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales
pursuant to which such Asset Sale Offer is being made and (iii) the compliance
of such allocation with the provisions of Section 4.06(b). On such date, Crystal
LLC shall also irrevocably deposit with the Trustee or with a Paying Agent (or,
if Crystal LLC or a Wholly Owned Subsidiary is acting as a Paying Agent, such
Paying Agent shall segregate and hold in trust) an amount equal to the Excess
Proceeds to be invested in Cash Equivalents, as directed in writing by Crystal
LLC, and to be held for payment in accordance with the provisions of this
Section 4.06. Upon the expiration of the period for which the Asset Sale Offer
remains open (the "OFFER PERIOD"), Crystal LLC shall deliver to the Trustee for
cancellation the Notes or

                                       79
<Page>

portions thereof that have been properly tendered to and are to be accepted by
Crystal LLC. The Trustee (or a Paying Agent, if not the Trustee) shall, on the
date of purchase, mail or deliver payment to each tendering Holder in the amount
of the purchase price. In the event that the Excess Proceeds delivered by
Crystal LLC to the Trustee is greater than the purchase price of the Notes
tendered, the Trustee shall deliver the excess to Crystal LLC immediately after
the expiration of the Offer Period for application in accordance with Section
4.06.

     (e)       Holders electing to have a Note purchased shall be required to
surrender the Note, with an appropriate form duly completed, to Crystal LLC at
the address specified in the notice at least three Business Days prior to the
purchase date. Holders shall be entitled to withdraw their election if the
Trustee or Crystal LLC receives not later than one Business Day prior to the
Purchase Date, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount at maturity of the Note which was delivered by the
Holder for purchase and a statement that such Holder is withdrawing his election
to have such Note purchased. If at the end of the Offer Period more Notes are
tendered pursuant to an Asset Sale Offer than Crystal LLC is required to
purchase, selection of such Notes for purchase shall be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which such Notes are listed, or if such Notes are not so listed, on a
pro rata basis, by lot or by such other method as the Trustee shall deem fair
and appropriate (and in such manner as complies with applicable legal
requirements); PROVIDED that no Notes of $5,000 principal amount at maturity or
less shall be purchased in part.

     (f)       Notices of an Asset Sale Offer shall be mailed by first class
mail, postage prepaid, at least 30 but not more than 60 days before the purchase
date to each Holder of Notes at such Holder's registered address. If any Note is
to be purchased in part only, any notice of purchase that relates to such Note
shall state the portion of the principal amount at maturity thereof that is to
be purchased.

     (g)       A new Note in principal amount at maturity equal to the
unpurchased portion of any Note purchased in part shall be issued in the name of
the Holder thereof upon cancellation of the original Note. On and after the
purchase date, unless Crystal LLC defaults in payment of the purchase price,
interest shall cease to accrue on Notes or portions thereof purchased.

     Section 4.07. TRANSACTIONS WITH AFFILIATES. (a) Crystal LLC will not, and
will not permit any of its Restricted Subsidiaries to, make any payment to, or
sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each, an "AFFILIATE TRANSACTION")
involving aggregate consideration in excess of $7.5 million, unless:

                                       80
<Page>

                (i)     the Affiliate Transaction is on terms that are not
     materially less favorable, taken as a whole, to Crystal LLC or the relevant
     Restricted Subsidiary than those that would have been obtained in a
     comparable transaction by Crystal LLC or such Restricted Subsidiary with an
     unrelated Person on an arms length basis; and

                (ii)    Crystal LLC delivers to the Trustee, with respect to any
     Affiliate Transaction or series of related Affiliate Transactions involving
     aggregate consideration in excess of $25.0 million, a resolution of the
     Board of Directors set forth in an Officers' Certificate certifying that
     such Affiliate Transaction complies with this covenant and that such
     Affiliate Transaction has been approved by a majority of the disinterested
     members, if any, of the Board of Directors.

     (b)       The provisions of Section 4.07(a) shall not apply to the
following:

                (i)     transactions between or among Crystal LLC and/or any
     Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as
     a result of such transaction;

                (ii)    Restricted Payments and Permitted Investments (other
     than pursuant to clause (13) of the definition thereof) permitted by this
     Indenture;

                (iii)   the payment to Sponsors of annual management,
     consulting, monitoring and advisory fees in an aggregate amount in any
     fiscal year not in excess of the greater of (A) $5.0 million and (B) 2% of
     EBITDA of Crystal LLC for the immediately preceding fiscal year, plus
     reasonable out-of-pocket costs and expenses in connection therewith and
     unpaid amounts accrued for prior periods (but after June 8, 2004), and the
     execution of any management or monitoring agreement subject to the same
     limitations;

                (iv)    the payment of reasonable and customary fees paid to,
     and indemnities provided on behalf of, officers, directors, employees or
     consultants of Crystal LLC, any Restricted Subsidiary or (to the extent
     such person renders services to the businesses of Crystal LLC and its
     Subsidiaries) any of Crystal LLC's direct or indirect parent entities;

                (v)     payments by Crystal LLC or any Restricted Subsidiary to
     the Sponsors and any of their Affiliates made for any financial advisory,
     financing, underwriting or placement services or in respect of other
     investment banking activities, including, without limitation, in connection
     with acquisitions or divestitures, which payments are approved by a

                                       81
<Page>

     majority of the members of the Board of Directors of Crystal LLC in good
     faith;

                (vi)    transactions in which Crystal LLC or any Restricted
     Subsidiary delivers to the Trustee a letter from an Independent Financial
     Advisor stating that such transaction is fair to Crystal LLC or such
     Restricted Subsidiary from a financial point of view;

                (vii)   payments or loans (or cancellations of loans) to
     employees or consultants of Crystal LLC, any Restricted Subsidiary or (to
     the extent such person renders services to the businesses of Crystal LLC
     and its Subsidiaries) any of Crystal LLC's direct or indirect parent
     entities, which are approved by a majority of the Board of Directors of
     Crystal LLC in good faith and which are otherwise permitted under this
     Indenture;

                (viii)  payments made or performance under any agreement as in
     effect on the Acquisition Closing Date (including, without limitation, each
     of the agreements entered into in connection with the Transactions) or any
     amendment thereto (so long as any such amendment is not less advantageous
     to the holders of the Notes in any material respect than the original
     agreement as in effect on the Acquisition Closing Date);

                (ix)    the existence of, or the performance by Crystal LLC or
     any of its Restricted Subsidiaries of its obligations under the terms of
     the Shareholders' Agreement (including any registration rights agreement or
     purchase agreements related thereto to which it is party as of the
     Acquisition Closing Date and any similar agreement that it may enter into
     thereafter); provided, however, that the existence of, or the performance
     by Crystal LLC or any of its Restricted Subsidiaries of its obligations
     under any future amendment to the Shareholders' Agreement or under any
     similar agreement entered into after the Acquisition Closing Date shall
     only be permitted by this clause (ix) to the extent that the terms of any
     such amendment or new agreement are not otherwise disadvantageous to
     holders of the Notes in any material respect;

                (x)     the Transactions and the payment of all fees and
     expenses related to the Transactions, including any fees to the Sponsors;

                (xi)    the Merger and transactions pursuant to the
     Restructuring;

                (xii)   transactions with customers, clients, suppliers, or
     purchasers or sellers of goods or services, in each case in the ordinary
     course of business and otherwise in compliance with the terms of this
     Indenture that are fair to Crystal LLC or the Restricted Subsidiaries, in
     the reasonable determination of the members of the Board of Directors of

                                       82
<Page>

     Crystal LLC or the senior management thereof, or are on terms at least as
     favorable as might reasonably have been obtained at such time from an
     unaffiliated party;

                (xiii)  if otherwise permitted hereunder, the issuance of Equity
     Interests (other than Disqualified Stock) of the Parent to any Permitted
     Holder or of Crystal LLC to the Parent or to any Permitted Holder

                (xiv)   any transaction effected as part of a Qualified
     Securitization Financing;

                (xv)    any employment agreements entered into by Crystal LLC or
     any of the Restricted Subsidiaries in the ordinary course of business;

                (xvi)   transactions with joint ventures for the purchase or
     sale of chemicals, equipment and services entered into in the ordinary
     course of business and in a manner consistent with past practice;

                (xvii)  any 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 approved
     by the Board of Directors of Crystal LLC;

                (xviii) HC Investments and HC Activities; and

                (xix)   any guarantee by any Subsidiary organized under the laws
     of the People's Republic of China in respect of Indebtedness permitted
     under Section 4.03(b)(xxiii)

     Section 4.08. CHANGE OF CONTROL. (a) Upon a Change of Control, each holder
of Notes will have the right to require the Issuer to repurchase all or any part
(equal to $5,000 or an integral multiple of $1,000 in excess thereof) of that
Holder's Notes pursuant to a Change of Control Offer in accordance with the
terms contemplated in this Section 4.08. In the Change of Control Offer, the
Issuer shall offer to purchase such Notes at a purchase price in cash equal to
101% of the Accreted Value of Notes repurchased plus accrued and unpaid interest
and Liquidated Damages, if any, on the Notes repurchased, to the date of
purchase (subject to the right of the Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) (the "CHANGE
OF CONTROL PAYMENT"). Prior to complying with any of the terms of this Section
4.08 but in any event within 90 days following a Change of Control, to the
extent required to permit the Issuer to comply with this Section 4.08, the
Issuer shall either (i) repay all outstanding Bank Debt or (ii) obtain the
requisite consents, if any, under all agreements governing outstanding Bank
Debt. The Issuer will

                                       83
<Page>

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

     (b)       Within 45 days following any Change of Control, except to the
extent that the Issuer has exercised its right to redeem the Notes in accordance
with Article 3 of this Indenture, the Issuer shall mail a notice (a "CHANGE OF
CONTROL OFFER") to each Holder with a copy to the Trustee stating:

                (i)     that a Change of Control has occurred and that such
     Holder has the right to require the Issuer to purchase all or a portion of
     such Holder's Notes at a purchase price in cash equal to 101% of the
     Accreted Value thereof, plus accrued and unpaid interest to the date of
     purchase (subject to the right of the Holders of record on the relevant
     record date to receive interest on the relevant interest payment date);

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

                (iii)   the purchase date (the "CHANGE OF CONTROL PURCHASE
     DATE") (which shall be no earlier than 30 days nor later than 60 days from
     the date such notice is mailed); and

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

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

     (d)       On the Change of Control Purchase Date, the Issuer shall, to the
extent lawful:

                (i)     accept for payment all Notes or portions of Notes
     properly tendered pursuant to the Change of Control Offer;

                                       84
<Page>

                (ii)    deposit with the paying agent an amount equal to the
     Change of Control Payment in respect of all Notes or portions of Notes
     properly tendered; and

                   (iii) deliver or cause to be delivered to the Trustee the
     Notes properly accepted together with an Officers' Certificate stating the
     aggregate principal amount at maturity of Notes or portions of Notes being
     purchased by the Issuer.

     (e)       On the Change of Control Purchase Date all Notes purchased by
the Issuer under this Section shall be delivered to the Trustee for
cancellation, and the Issuer shall pay the Change of Control Payment to the
Holders entitled thereto. The paying agent will promptly mail to each holder of
Notes properly tendered the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each holder a new Note equal in principal amount at maturity to any
unpurchased portion of the Notes surrendered, if any; PROVIDED that each new
Note will be in a principal amount at maturity of $5,000 or an integral multiple
of $1,000 in excess thereof.

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

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

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

     (i)       The Issuer shall comply with the requirements of Section 14e-1
of the Exchange Act and any other securities laws or regulations in connection
with the repurchase of Notes pursuant to this Section to the extent those laws
and regulations are applicable in connection with the repurchase of the Notes as
a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section, the
Issuer shall

                                       85
<Page>

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

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

     Section 4.10. FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee,
Crystal LLC shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     Section 4.11. LIENS. (a) Crystal LLC will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, assume or
suffer to exist any Lien (other than Permitted Liens) that secures obligations
under any Indebtedness of Crystal LLC ranking PARI PASSU with or subordinated to
the Notes on any asset or property of Crystal LLC or any Restricted Subsidiary,
or any income or profits therefrom, or assign or convey any right to receive
income therefrom, unless:

                (i)     in the case of Liens securing Indebtedness subordinated
     to the Notes, the Notes are secured by a Lien on such property, assets or
     proceeds that is senior in priority to such Liens; or

                (ii)    in all other cases, the Notes are equally and ratably
     secured.

     (b)       Section 4.11(a) shall not apply to:

                (i)     Liens existing on the Issue Date to the extent and in
     the manner such Liens are in effect on the Issue Date;

                (ii)    Liens securing the Notes; and

                (iii)   Permitted Liens.

     Section 4.12. MAINTENANCE OF OFFICE OR AGENCY. (a) Crystal LLC shall
maintain in the Borough of Manhattan, the City of New York an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee or
Registrar) where Notes may be surrendered for registration of transfer or for
exchange and where notices and demands to or upon Crystal LLC in respect of the
Notes and this Indenture may be served. Crystal LLC shall give prompt written
notice to the

                                       86
<Page>

Trustee of the location, and any change in the location, of such office or
agency. If at any time Crystal LLC shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
corporate trust office of the Trustee as set forth in Section 13.02.

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

     (c)       Crystal LLC hereby designates the corporate trust office of the
Trustee or its Agent, in the Borough of Manhattan, The City of New York, in each
case as such office or agency of Crystal LLC in accordance with Section 2.04.

     Section 4.13. BUSINESS ACTIVITIES. (a) Crystal LLC shall not, and shall not
permit any Restricted Subsidiary (other than a Securitization Subsidiary) to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to Crystal LLC and its Subsidiaries taken as a whole.

     (b)       Prior to the Restructuring Date, the Purchaser shall not engage
at any time in any business or activity other than:

                (i)     the acquisition and ownership of the Equity Interests of
     CAG and any HC Corporation, together with incidental activities reasonably
     related thereto;

                (ii)    the holding of cash in amounts reasonably required to
     pay for its own costs and expenses;

                (iii)   owing and paying legal and auditing fees;

                (iv)    HC Activities and HC Investments; and

                (v)     the servicing of the Purchaser Loan.

     Section 4.14. LIQUIDATED DAMAGES NOTICES. If any event occurs resulting in
an increase in the Accreted Value of Notes as a result of the obligation by the
Issuer to pay Liquidated Damages pursuant to the Registration Rights Agreement,
the Issuer will, within 30 days of (i) such event, (ii) any change in the rate
of Liquidated Damages and (iii) the event resulting in Liquidated Damages no
longer accruing, mail a notice to each Holder with a copy to the Trustee

                                       87
<Page>

describing the event and the amount of Liquidated Damages accrued or to be
accrued.

                                    ARTICLE 5
                     MERGER, CONSOLIDATION OR SALE OF ASSETS

     Section 5.01. CONSOLIDATION, MERGER OR SALE OF ASSETS OF CRYSTAL LLC. (a)
Crystal LLC may not, directly or indirectly (x) consolidate or merge with or
into or wind up into another Person (whether or not Crystal LLC is the surviving
corporation) or (y) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of its properties or assets, in one or more related
transactions, to another Person, unless, in each case:

               (i)     either:

                           (A)   Crystal LLC is the surviving corporation; or

                           (B)   the Person formed by or surviving any such
               consolidation or merger (if other than the Issuer) or to which
               such sale, assignment, transfer, conveyance or other disposition
               has been made is a corporation organized or existing under the
               laws of the jurisdiction of organization of the Issuer or the
               United States, any state of the United States, the District of
               Columbia or any territory thereof (the Issuer or such Person, as
               the case may be, hereinafter referred to as the "SUCCESSOR
               COMPANY");

               (ii)    the Successor Company (if other than the Issuer)
     expressly assumes all the obligations of the Issuer under the Notes, this
     Indenture and the Registration Rights Agreement pursuant to agreements
     reasonably satisfactory to the Trustee;

               (iii)   immediately after such transaction no Default or Event of
     Default exists;

               (iv)    after giving pro forma effect thereto and any related
     financing transactions as if the same had occurred at the beginning of the
     applicable four-quarter period, either

                           (A)   the Successor Company (if other than the
               Issuer), would have been permitted to incur at least $1.00 of
               additional Indebtedness pursuant to the Fixed Charge Coverage
               Ratio test set forth in clause (i) of Section 4.03(a) determined
               on a pro forma basis (including pro forma application of the net
               proceeds

                                       88
<Page>

               therefrom), as if such transaction had occurred at the beginning
               of such four-quarter period; or

                           (B)   the Fixed Charge Coverage Ratio for the
               Successor Company and its Restricted Subsidiaries would be
               greater than such ratio for the Issuer and its Restricted
               Subsidiaries immediately prior to such transaction; and

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

     The Successor Company shall succeed to, and be substituted for, the Issuer
under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii)
and (iv) of this Section 5.01, (a) any Restricted Subsidiary (other than, prior
to the Restructuring Date, the Purchaser) may consolidate with, merge into or
transfer all or part of its properties and assets to the Issuer or to another
Restricted Subsidiary and (b) the Issuer may merge with an Affiliate
incorporated solely for the purpose of reincorporating the Issuer in a (or
another) state of the United States, so long as the amount of Indebtedness of
the Issuer and its Restricted Subsidiaries is not increased thereby.

     Notwithstanding anything contained in this paragraph and in Section 4.07,
the Merger and the Restructuring shall be permitted.

     Section 5.02. CONSOLIDATION, MERGER OR SALE OF ASSETS BY CRYSTAL CORP. (a)
Crystal Corp. shall not consolidate with, merge into, sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its property
and assets to, any Person, or permit any Person to merge with or into Crystal
Corp. unless:

                (i)     concurrently therewith, a corporate Wholly Owned
     Restricted Subsidiary of Crystal LLC organized and validly existing under
     the laws of the United States of America or any jurisdiction thereof (which
     may be the continuing Person as a result of such transaction) shall
     expressly assume, by a supplemental Indenture, executed and delivered to
     the Trustee and in form and substance satisfactory to the Trustee, all of
     the obligations of an Issuer under the Notes, the Indenture and the
     Registration Rights Agreement; or

                (ii)    after giving effect thereto, at least one obligor on the
     Notes shall be a corporation organized and validly existing under the laws
     of the United States of America or any jurisdiction thereof; and

                                       89
<Page>

                (iii)   immediately after such transaction, no Default or Event
     of Default shall have occurred and be continuing.

     (b)       Upon any assumption of the obligations of Crystal Corp. by any
successors as set forth above, the successor shall succeed to, and be
substituted for (so that from and after the date of such assumption, the
provisions of this Indenture referring to "Crystal Corp." shall refer instead to
the successor corporation), and may exercise every right and power of, Crystal
Corp. under this Indenture with the same effect as if such successor Person had
been named as Crystal Corp. herein, and the predecessor Crystal Corp. shall be
released from all its obligations hereunder and under the Notes. If, as a result
of any such transaction, Crystal LLC becomes the successor to Crystal Corp.
pursuant to Section 5.02(a)(ii), Section 5.02(a) shall continue to remain in
effect with respect to Crystal LLC.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

     Section 6.01.  EVENTS OF DEFAULT.  An "Event of Default" occurs if:

     (a)       the Issuer defaults in payment when due and payable, upon
redemption, acceleration or otherwise, of principal of, or premium, if any, on
the Notes issued under this Indenture;

     (b)       the Issuer defaults in the payment when due of interest or
Liquidated Damages, if any, on or with respect to the Notes and such default
continues for a period of 30 days;

     (c)       the Issuer defaults in the performance of, or breaches any
covenant, warranty or other agreement contained in this Indenture (other than a
default in the performance or breach of a covenant, warranty or agreement which
is specifically dealt with in clauses (a) or (b) above) and such default or
breach continues for a period of 60 days after the notice specified below,

     (d)       the Issuer or any Restricted Subsidiary defaults under any
mortgage, indenture or instrument under which there is issued or by which there
is secured or evidenced any Indebtedness for money borrowed by the Issuer or any
Restricted Subsidiary or the payment of which is guaranteed by the Issuer or any
Restricted Subsidiary (other than Indebtedness owed to the Issuer or a
Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is
created after the Issue Date, if (A) such default either (1) results from the
failure to pay any such Indebtedness at its stated final maturity (after giving
effect to any applicable grace periods) or (2) relates to an obligation other
than the obligation to pay principal of any such Indebtedness at its stated
final maturity and results in the

                                       90
<Page>

holder or holders of such Indebtedness causing such Indebtedness to become due
prior to its stated maturity and (B) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for
failure to pay principal at stated final maturity (after giving effect to any
applicable grace periods), or the maturity of which has been so accelerated,
aggregate $45.0 million or more at any one time outstanding,

     (e)       the Issuer or any Significant Subsidiary fails to pay final
judgments (other than any judgments covered by insurance policies issued by
reputable and creditworthy insurance companies) aggregating in excess of $45.0
million, which final judgments remain unpaid, undischarged and unstayed for a
period of more than 60 days after such judgment becomes final, and an
enforcement proceeding has been commenced by any creditor upon such judgment or
decree which is not promptly stayed.

     (f)       the Issuer or any Significant Subsidiary pursuant to or within
the meaning of any Bankruptcy Law:

                (i)     commences a voluntary case;

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

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

                (iv)    makes a general assignment for the benefit of its
     creditors or takes any comparable action under any foreign laws relating to
     insolvency; or

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

                (i)     is for relief against the Issuer or any Significant
     Subsidiary in an involuntary case;

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

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

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

                                       91
<Page>

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

     The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal, state or, so long as any Restricted Subsidiary of the Issuer is
domiciled in Luxembourg, Luxembourg law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

     Section 6.02. ACCELERATION. If an Event of Default (other than an Event of
Default specified in clauses (f) and (g) of Section 6.01 with respect to the
Issuer) shall occur and be continuing, the Trustee or the holders of at least
25% in principal amount at maturity of outstanding Notes under this Indenture
may declare the Accreted Value of and accrued interest on such Notes to be due
and payable by notice in writing to the Issuer and the Trustee specifying the
respective Event of Default and that it is a "notice of acceleration" (the
"ACCELERATION NOTICE"), and the same shall become immediately due and payable.
Notwithstanding the foregoing, if an Event of Default specified in clauses (f)
and (g) above with respect to the Issuer occurs and is continuing, then all
unpaid Accreted Value of, and premium, if any, and accrued and unpaid interest
on all of the outstanding Notes 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 of the Notes. At any time after a declaration of acceleration with
respect to the Notes issued under this Indenture, the Holders of a majority in
principal amount at maturity of the Notes outstanding may, by notice to the
Trustee, rescind and cancel such declaration and its consequences if:

                (i)     the rescission would not conflict with any judgment or
     decree;

                (ii)    all existing Events of Default have been cured or waived
     except nonpayment of principal or interest that has become due solely
     because of acceleration;

                (iii)   to the extent the payment of such interest is lawful,
     interest on overdue installments of interest and overdue principal, which
     has become due otherwise than by such declaration of acceleration, has been
     paid;

                (iv)    if the Issuer has paid the Trustee its reasonable
     compensation and reimbursed the Trustee for its expenses, disbursements and
     advances; and

                                       92
<Page>

                (v)     in the event of the cure or waiver of an Event of
     Default of the type described in clauses (f) and (g) of Section 6.01, 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 impair any right
consequent thereto.

     In the event of any Event of Default specified in Section 6.01(d), such
Event of Default and all consequences thereof (excluding, however, any resulting
payment default) shall be annulled, waived and rescinded, automatically and
without any action by the Trustee or the Holders of the Notes, if within 20 days
after such Event of Default arose the Issuer delivers an Officers' Certificate
to the Trustee stating that (x) the Indebtedness or guarantee that is the basis
for such Event of Default has been discharged or (y) the holders thereof have
rescinded or waived the acceleration, notice or action (as the case may be)
giving rise to such Event of Default or (z) the default that is the basis for
such Event of Default has been cured, it being understood that in no event shall
an acceleration of the Accreted Value of the Notes as described above be
annulled, waived or rescinded upon the happening of any such events.

     Section 6.03. OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy at law or in equity to
collect the payment of principal of or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

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

     Section 6.04. WAIVER OF PAST DEFAULTS. Provided the Notes are not then due
and payable by reason of a declaration of acceleration, the Holders of a
majority in principal amount at maturity of the Notes outstanding by notice to
the Trustee may waive an existing Default and its consequences except (a) a
Default in the payment of the principal of or interest on a Note, (b) a Default
arising from the failure to redeem or purchase any Note when required pursuant
to the terms of this Indenture or (c) a Default in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Holder
affected. When a Default is waived, it is deemed cured and the Issuer, the
Trustee and the Holders will be restored to their former positions and rights
under this Indenture, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right.

                                       93
<Page>

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

     Section 6.06. LIMITATION ON SUITS. (a) Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder
may pursue any remedy with respect to this Indenture or the Notes unless:

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

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

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

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

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

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

     Section 6.07. RIGHTS OF THE HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Notes held by such Holder, on or after the
respective due dates expressed or provided for in the Notes, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

                                       94
<Page>

     Section 6.08. COLLECTION SUIT BY TRUSTEE. If an Event of Default specified
in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Issuer
or any other obligor on the Notes for the whole amount then due and owing
(together with interest on overdue principal and (to the extent lawful) on any
unpaid interest at the rate provided for in the Notes) and the amounts provided
for in Section 7.07.

     Section 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for reasonable
compensation, expenses disbursements and advances of the Trustee (including
counsel, accountants, experts or such other professionals as the Trustee deems
necessary, advisable or appropriate)) and the Holders allowed in any judicial
proceedings relative to the Issuer, their creditors or their property, shall be
entitled to participate as a member, voting or otherwise, of any official
committee of creditors appointed in such matters and, unless prohibited by law
or applicable regulations, may vote on behalf of the Holders in any election of
a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

     Section 6.10. PRIORITIES. If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money or property in the
following order:

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

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

               THIRD: to the Issuer or, to the extent the Trustee collects any
     amount for any Guarantor, to such Guarantor.

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

                                       95
<Page>

     Section 6.11. UNDERTAKING FOR COSTS. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount at maturity of the Notes.

     Section 6.12. WAIVER OF STAY OR EXTENSION LAWS. The Issuer shall not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law had been enacted.

                                    ARTICLE 7
                                     TRUSTEE

     Section 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

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

                (ii)    in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     in the case of certificates or opinions required by any provision hereof to
     be provided to it, the Trustee shall examine the certificates and

                                       96
<Page>

     opinions to determine whether or not they conform to the requirements of
     this Indenture.

     (c)       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;

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

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

                (iv)    no provision of this Indenture shall require the Trustee
     to expend or risk its own funds or otherwise incur financial liability in
     the performance of any of its duties hereunder or in the exercise of any of
     its rights or powers.

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

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

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

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

     Section 7.02. RIGHTS OF TRUSTEE. (a) The Trustee may conclusively rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated
in the document.

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

                                       97
<Page>

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

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

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

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

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

     (h)       The rights, privileges, protections, immunities and benefits
given to the Trustee, including its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder.

     Section 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or its Affiliates with the same rights it would have if it
were not Trustee. Any Paying Agent or Registrar may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

                                       98
<Page>

     Section 7.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Issuer's use of the proceeds
from the Notes, and it shall not be responsible for any statement of the Issuer
in this Indenture or in any document issued in connection with the sale of the
Notes or in the Notes other than the Trustee's certificate of authentication.
The Trustee shall not be charged with knowledge of any Default or Event of
Default under Sections 6.01(c), (d) or (e) or of the identity of any Significant
Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof
or (b) the Trustee shall have received notice thereof in accordance with Section
13.02 hereof from the Issuer or any Holder.

     Section 7.05. NOTICE OF DEFAULTS. If a Default occurs and is continuing and
if it is actually known to the Trustee, the Trustee shall mail to each Holder
notice of the Default within the earlier of 90 days after it occurs or 30 days
after it is actually known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default in the payment of
principal of, premium (if any) or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of the Holders.

     Section 7.06. REPORTS BY TRUSTEE TO THE HOLDERS. As promptly as practicable
after each September 30 beginning with September 30, 2005 and in any event prior
to September 30 in each year, the Trustee shall mail to each Holder a brief
report dated as of such September 30 that complies with Section 313(a) of the
TIA if and to the extent required thereby. The Trustee shall also comply with
Section 313(b) of the TIA.

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

     Section 7.07. COMPENSATION AND INDEMNITY. The Issuer shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustee's agents, counsel, accountants and experts. The
Issuer shall indemnify the Trustee against any and all loss, liability, claim,
damage or expense (including reasonable attorneys' fees and expenses) incurred
by or in connection with the acceptance or administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture

                                       99
<Page>

against the Issuer (including this Section 7.07) and defending itself against or
investigating any claim (whether asserted by the Issuer, any Holder or any other
Person). The Trustee shall notify the Issuer of any claim for which it may seek
indemnity promptly upon obtaining actual knowledge thereof; PROVIDED, HOWEVER,
that any failure so to notify the Issuer shall not relieve the Issuer of its
indemnity obligations hereunder. The Issuer shall defend the claim and the
indemnified party shall provide reasonable cooperation at the Issuer's expense
in the defense. Such indemnified parties may have separate counsel and the
Issuer shall pay the fees and expenses of such counsel; PROVIDED, HOWEVER, that
the Issuer shall not be required to pay such fees and expenses if it assumes
such indemnified parties' defense and, in such indemnified parties' reasonable
judgment, there is no conflict of interest between the Issuer and such parties
in connection with such defense. The Issuer need not reimburse any expense or
indemnify against any loss, liability or expense incurred by an indemnified
party through such party's own willful misconduct, negligence or bad faith.

     To secure the Issuer's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee other than money or property held in trust to pay principal of
and interest on particular Notes.

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

     Section 7.08. REPLACEMENT OF TRUSTEE. (a) The Trustee may resign at any
time by so notifying the Issuer. The Holders of a majority in principal amount
at maturity of the Notes outstanding may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee
if:

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

                (ii)    the Trustee is adjudged bankrupt or insolvent;

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

                (iv)    the Trustee otherwise becomes incapable of acting.

                                       100
<Page>

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

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

     (d)       If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of 10% in principal amount at maturity of the Notes may petition at the expense
of the Issuer any court of competent jurisdiction for the appointment of a
successor Trustee.

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

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

     Section 7.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

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

                                       101
<Page>

such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture PROVIDED that the certificate of the Trustee shall have.

     Section 7.10. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times
satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with
Section 310(b) of the TIA, subject to its right to apply for a stay of its duty
to resign under the penultimate paragraph of Section 310(b) of the TIA;
PROVIDED, HOWEVER, that there shall be excluded from the operation of Section
310(b)(1) of the TIA any series of securities issued under this Indenture and
any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Issuer are outstanding if
the requirements for such exclusion set forth in Section 310(b)(1) of the TIA
are met.

     Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The Trustee
shall comply with Section 311(a) of the TIA, excluding any creditor relationship
listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the TIA to the extent indicated.

                                    ARTICLE 8
                       DISCHARGE OF INDENTURE; DEFEASANCE

     Section 8.01. DISCHARGE OF LIABILITY ON NOTES. This Indenture shall be
discharged and shall cease to be of further effect (except as to surviving
rights of registration of transfer or exchange of Notes, as expressly provided
for in this Indenture) as to all outstanding Notes:

     (a)       when either:

                (i)     all the Notes theretofore authenticated and delivered
     (other than Notes pursuant to Section 2.08 which have been replaced or paid
     and Notes for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Issuer and thereafter repaid to the
     Issuer or discharged from such trust) have been delivered to the Trustee
     for cancellation; or

                (ii)    all of the Notes (a) have become due and payable, (b)
     will become due and payable at their stated maturity within one year or (c)
     if redeemable at the option of the Issuer, 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 Issuer, and the Issuer has irrevocably deposited or caused

                                       102
<Page>

     to be deposited with the Trustee as trust funds in trust solely for the
     benefit of the holders cash in U.S. dollars, non-callable Government
     Securities, or a combination of cash in U.S. dollars and non-callable
     Government Securities in amounts as will be sufficient without
     consideration of any reinvestment of interest, to pay and discharge the
     entire Indebtedness on the Notes not delivered to the Trustee for
     cancellation for principal, premium and Liquidated Damages, if any, and
     accrued interest to the date of maturity or redemption;

     (b)       the Issuer has paid or caused to be paid all sums payable by it
under this Indenture;

     (c)       the Issuer has delivered irrevocable instructions to the Trustee
to apply the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be; and

     (d)       the Issuer has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel stating that all conditions precedent under this
Indenture relating to the satisfaction and discharge of this Indenture have been
complied with.

     Section 8.02. DEFEASANCE. (a) The Issuer may, at its option and at any
time, elect to have all of its obligations discharged with respect to the
outstanding Notes issued under this Indenture ("LEGAL DEFEASANCE") except for:

                (i)     the rights of holders of outstanding Notes issued
     thereunder to receive payments in respect of the principal of, or interest
     or premium and Liquidated Damages, if any, on such Notes when such payments
     are due from the trust referred to below;

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

                (iii)   the rights, powers, trusts, duties and immunities of the
     Trustee, and the Issuer's obligations in connection therewith; and

                (iv)    this Section 8.02(a).

     (b)       The Issuer may, at its option and at any time, elect to have its
obligations released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06,
4.07, 4.08, 4.09, 4.11, 4.12 and the operation of Article 5 and Sections
6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of
the Issuer only) and 6.01(g) (with respect to Significant Subsidiaries of the
Issuer only) of this

                                       103
<Page>

Indenture ("COVENANT DEFEASANCE") and thereafter any omission to comply with
those covenants will not constitute a Default or Event of Default with respect
to the Notes. The Issuer may exercise its Legal Defeasance option
notwithstanding its prior exercise of its Covenant Defeasance option.

     If the Issuer exercises its Legal Defeasance option, payment of the Notes
so defeased may not be accelerated because of an Event of Default. If the Issuer
exercises its Covenant Defeasance option, payment of the Notes so defeased may
not be accelerated because of an Event of Default specified in Sections 6.01(c),
6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the
Issuer only) and 6.01(g) (with respect to Significant Subsidiaries of the Issuer
only) or because of the failure of the Issuer to comply with Section 5.01.

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

     (c)       Notwithstanding clauses (a) and (b) above, the Issuer's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in
this Article 8 shall survive until the Notes have been paid in full. Thereafter,
the Issuer's obligations in Sections 7.07, 8.06 and 8.07 shall survive such
satisfaction and discharge.

     Section 8.03. CONDITIONS TO DEFEASANCE. (a) The Issuer may exercise its
Legal Defeasance option or its Covenant Defeasance option only if:

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

                (ii)    in the case of Legal Defeasance, the Issuer has
     delivered to the Trustee an opinion of counsel reasonably acceptable to the
     Trustee confirming that (a) the Issuer has received from, or there has been
     published by, the Internal Revenue Service a ruling or (b) since the date
     of this Indenture, there has been a change in the applicable federal income
     tax law, in either case to the effect that, and based thereon such opinion
     of counsel will confirm that, the holders of the respective outstanding
     Notes will not recognize income, gain or loss for federal income tax
     purposes as a result of such Legal Defeasance and will be subject to
     federal income tax

                                       104
<Page>

     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 Covenant Defeasance, the Issuer has
     delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
     Trustee confirming that the holders of the respective outstanding Notes
     will not recognize income, gain or loss for federal income tax purposes as
     a result of such Covenant Defeasance and will be subject to federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such Covenant Defeasance had not occurred;

                (iv)    no Default or Event of Default has occurred and is
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the borrowing of funds to be applied to such deposit
     and the granting of Liens in connection therewith) or insofar as Events of
     Default (other than Events of Default resulting from the borrowing of funds
     to be applied to such deposit and the granting of Liens in connection
     therewith) resulting from the borrowing of funds or insolvency events are
     concerned, at any time in the period ending on the 91st day after the date
     of deposit;

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

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

                (vii)   the Issuer must deliver to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent relating to the Legal Defeasance or the Covenant Defeasance as
     contemplated by this Article 8 have been complied with.

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

     Section 8.04. APPLICATION OF TRUST MONEY. The Trustee shall hold in trust
money or Government Obligations (including proceeds thereof) deposited with it

                                       105
<Page>

pursuant to this Article 8. It shall apply the deposited money and the money
from Government Obligations through each Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Notes so
discharged or defeased.

     Section 8.05. REPAYMENT TO ISSUER. Each of the Trustee and each Paying
Agent shall promptly turn over to the Issuer upon request any money or
Government Obligations held by it as provided in this Article which, in the
written opinion of nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if Government
Obligations have been so deposited), are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent discharge or
defeasance in accordance with this Article.

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

     Section 8.06. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Issuer shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against deposited Government Obligations or the principal and
interest received on such Government Obligations.

     Section 8.07. REINSTATEMENT. If the Trustee or any Paying Agent is unable
to apply any money or Government Obligations in accordance with this Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer's obligations under this Indenture and the Notes so
discharged or defeased shall be revived and reinstated as though no deposit had
occurred pursuant to this Article 8 until such time as the Trustee or any Paying
Agent is permitted to apply all such money or Government Obligations in
accordance with this Article 8; PROVIDED, HOWEVER, that, if the Issuer has made
any payment of principal of or interest on, any such Notes because of the
reinstatement of its obligations, the Issuer shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Obligations held by the Trustee or any Paying Agent.

                                       106
<Page>

                                    ARTICLE 9
                             AMENDMENTS AND WAIVERS

     Section 9.01. WITHOUT CONSENT OF THE HOLDERS. (a)The Issuer and the Trustee
may amend or supplement this Indenture or the Notes without notice to or consent
of any Holder:

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

                (ii)    to provide for uncertificated Notes in addition to or in
     place of certificated Notes; PROVIDED, HOWEVER, that the uncertificated
     Notes are issued in registered form for purposes of Section 163(f) of the
     Code or in a manner such that the uncertificated Notes are described in
     Section 163(f)(2)(B) of the Code;

                (iii)   to provide for the assumption of the Issuer's
     obligations to holders of Notes in the case of a merger or consolidation or
     sale of all or substantially all of the Issuer's assets pursuant to Article
     5 hereof;

                (iv)    to add any Guarantee of the Notes (including any
     Guarantee by the Parent) in any form reasonably satisfactory to the Trustee
     or to release any Guarantee (including any Guarantee by the Parent);

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

                (vi)    to comply with any requirement of the SEC in order to
     effect or maintain the qualification of this Indenture under the TIA;

                (vii)   to make any change that would provide additional rights
     or benefits to the Holders of Notes or that does not adversely affect the
     legal rights under this Indenture of any Holder; or

                (viii)  to provide for the issuance of the Exchange Notes or
     Additional Notes, which shall have terms substantially identical in all
     material respects to the Initial Notes, and which shall be treated,
     together with any outstanding Initial Notes, as a single issue of
     securities.

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

                                       107
<Page>

     Section 9.02. WITH CONSENT OF THE HOLDERS. This Indenture or the Notes
issued thereunder may be amended or supplemented with the consent of the holders
of at least a majority in principal amount at maturity of the Notes then
outstanding issued under this Indenture (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), and any existing default or compliance with any provision of this
Indenture or the Notes issued thereunder may be waived with the consent of the
holders of a majority in principal amount at maturity of the then outstanding
Notes issued under this Indenture (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes); PROVIDED, HOWEVER, that if any amendment, waiver or other
modification will only affect the Series A Notes or the Series B Notes, only the
consent of the holders of at least a majority in principal amount at maturity of
the then outstanding Series A Notes or Series B Notes (and not the consent of at
least a majority of all Notes), as the case may be, shall be required. However,
without the consent of each Holder of an outstanding Note affected, an amendment
or waiver may not (with respect to any Notes held by a non-consenting member):

                (i)     reduce the principal amount at maturity of Notes whose
     holders must consent to an amendment, supplement or waiver;

                (ii)    reduce the principal at maturity or Accreted Value of or
     change the fixed maturity of any Note or alter the provisions with respect
     to the redemption of the Notes (other than pursuant to Sections 4.06 or
     4.08 hereof),

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

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

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

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

                (vii)   waive a redemption payment with respect to any Note
     issued thereunder (other than a payment required by Sections 4.06 or 4.08
     hereof).

                                       108
<Page>

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

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

     Section 9.03. COMPLIANCE WITH TRUST INDENTURE ACT. From the date on which
this Indenture is qualified under the TIA, every amendment, waiver or supplement
to this Indenture or the Notes shall comply with the TIA as then in effect.

     Section 9.04. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. (a) A consent
to an amendment or a waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the
same debt as the consenting Holder's Note, even if notation of the consent or
waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate from the Issuer certifying that the
requisite principal amount at maturity of Notes have consented. After an
amendment or waiver becomes effective, it shall bind every Holder. An amendment
or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of
consents by the Holders of the requisite principal amount at maturity of
securities, (ii) satisfaction of conditions to effectiveness as set forth in
this Indenture and any indenture supplemental hereto containing such amendment
or waiver and (iii) execution of such amendment or waiver (or supplemental
indenture) by the Issuer and the Trustee.

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

     Section 9.05. NOTATION ON OR EXCHANGE OF NOTES. If an amendment, supplement
or waiver changes the terms of a Note, the Issuer may require the Holder of the
Note to deliver it to the Trustee. The Trustee may place an

                                       109
<Page>

appropriate notation on the Note regarding the changed terms and return it to
the Holder. Alternatively, if the Issuer or the Trustee so determines, the
Issuer in exchange for the Note shall issue and the Trustee shall authenticate a
new Note that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Note shall not affect the validity of such amendment,
supplement or waiver.

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

     Section 9.07. PAYMENT FOR CONSENT. The Issuer will not, and will not permit
any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

     Section 9.08. ADDITIONAL VOTING TERMS; CALCULATION OF PRINCIPAL AMOUNT AT
MATURITY. Except as provided in the proviso to the first sentence of Section
9.02, all Notes issued under this Indenture shall vote and consent together on
all matters (as to which any of such Notes may vote) as one class and no series
of Notes will have the right to vote or consent as a separate class on any
matter. Determinations as to whether Holders of the requisite aggregate
principal amount at maturity of Notes have concurred in any direction, waiver or
consent shall be made in accordance with this Article 9 and Section 2.14.

                                       110
<Page>

                                   ARTICLE 10
                                    RESERVED

                                   ARTICLE 11
                                    RESERVED

                                   ARTICLE 12
                                    RESERVED

                                   ARTICLE 13
                                  MISCELLANEOUS

     Section 13.01. TRUST INDENTURE ACT CONTROLS. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "INCORPORATED PROVISION") included in
this Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such
imposed duties or incorporated provision shall control.

     Section 13.02. NOTICES. (a) Any notice or communication required or
permitted hereunder shall be in writing and delivered in person, via facsimile
or mailed by first-class mail addressed as follows:

     if to the Issuer: Crystal US Holdings 3 LLC and Crystal US Sub 3 Corp.

               c/o
               The Blackstone Group
               345 Park Avenue
               New York, New York  10154

     if to the Trustee:

               The Bank of New York
               101 Barclay Street - Floor 21W
               New York, New York 10286
               Attn: Corporate Trust Department
               Fax: (212) 815-5802

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

     (b)       Any notice or communication mailed to a Holder shall be mailed,
first class mail, to the Holder at the Holder's address as it appears on the

                                       111
<Page>

registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

     (c)       Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it, except that notices to the
Trustee are effective only if received.

     Section 13.03. COMMUNICATION BY THE HOLDERS WITH OTHER HOLDERS. The Holders
may communicate pursuant to Section 312(b) of the TIA with other Holders with
respect to their rights under this Indenture or the Notes. The Issuer, the
Trustee, the Registrar and other Persons shall have the protection of Section
312(c) of the TIA.

     Section 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any
request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee
at the request of the Trustee:

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

     (b)       an Opinion of Counsel in form reasonably satisfactory to the
Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

     Section 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall
include:

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

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

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

                                       112
<Page>

     (d)       a statement as to whether or not, in the opinion of such
individual, such covenant or condition has been complied with; PROVIDED,
HOWEVER, that with respect to matters of fact an Opinion of Counsel may rely on
an Officers' Certificate or certificates of public officials.

     Section 13.06. WHEN NOTES DISREGARDED. In determining whether the Holders
of the required principal amount at maturity of Notes have concurred in any
direction, waiver or consent, Notes owned by the Issuer, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which the Trustee knows are so owned shall be so disregarded. Subject to
the foregoing, only Notes outstanding at the time shall be considered in any
such determination.

     Section 13.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee
may make reasonable rules for action by or a meeting of the Holders. The
Registrar and a Paying Agent may make reasonable rules for their functions.

     Section 13.08. LEGAL HOLIDAYS. If a payment date is not a Business Day,
payment shall be made on the next succeeding day that is a Business Day, and no
interest shall accrue on any amount that would have been otherwise payable on
such payment date if it were a Business Day for the intervening period. If a
regular record date is not a Business Day, the record date shall not be
affected.

     Section 13.09. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     Section 13.10.  [RESERVED]

     Section 13.11. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or holder of any equity interests in the Issuer (other than
Holdings) or any direct or indirect parent corporation, as such, shall have any
liability for any obligations of the Issuer under the Notes or this Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. ach Holder of Notes by accepting a Note waives and releases all
such liability.

     Section 13.12. SUCCESSORS. All agreements of the Issuer in this Indenture
and the Notes shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.

                                       113
<Page>

     Section 13.13. MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

     Section 13.14. TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

     Section 13.15. INDENTURE CONTROLS. If and to the extent that any provision
of the Notes limits, qualifies or conflicts with a provision of this Indenture,
such provision of this Indenture shall control.

     Section 13.16. SEVERABILITY. In case any provision in this Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby
and such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.

                                       114
<Page>

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

                                   CRYSTAL US HOLDINGS 3 L.L.C.


                                   By:   /s/ Anjan Mukherjee
                                        ----------------------------------------
                                        Name:   Anjan Mukherjee
                                        Title:  Authorized Person


                                   CRYSTAL US SUB 3 CORP.


                                   By:   /s/ Anjan Mukherjee
                                        ----------------------------------------
                                        Name:   Anjan Mukherjee
                                        Title:  Authorized Person


                                   THE BANK OF NEW YORK, as Trustee


                                   By:   /s/ Ritu Khanna
                                        ----------------------------------------
                                        Name:   Ritu Khanna
                                        Title:  Assistant Vice President

<Page>

                                                                      APPENDIX A

              PROVISIONS RELATING TO INITIAL SECURITIES, ADDITIONAL
                       SECURITIES AND EXCHANGE SECURITIES

1.   DEFINITIONS.

     1.1     DEFINITIONS.

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

     "CLEARSTREAM" means Clearstream Banking, societe anonyme, or any successor
securities clearing agency.

     "DEFINITIVE SERIES A NOTE" means a certificated Initial Series A Note or
Exchange Series A Note (bearing the Restricted Notes Legend if the transfer of
such Note is restricted by applicable law) that does not include the Global
Securities Legend.

     "DEFINITIVE SERIES B NOTE" means a certificated Initial Series B Note or
Exchange Series B Note (bearing the Restricted Notes Legend if the transfer of
such Note is restricted by applicable law) that does not include the Global
Notes Legend.

     "DEFINITIVE NOTES" means, collectively, Definitive Series A Notes and
Definitive Series B Notes.

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

     "EUROCLEAR" means the Euroclear Clearance System or any successor
securities clearing agency.

     "GLOBAL NOTES LEGEND" means the legend set forth under that caption in the
applicable Exhibit to this Indenture.

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

     "INITIAL PURCHASER" means Banc of America Securities LLC.

     "PURCHASE AGREEMENT" means (a) the Purchase Agreement dated September 17,
2004 among the Issuer and the Initial Purchaser and (b) any other similar
Purchase Agreement relating to Additional Notes.

                                       116
<Page>

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

     "REGISTERED EXCHANGE OFFER" means the offer by the Issuer, pursuant to the
Registration Rights Agreement, to certain Holders of Initial Notes, to issue and
deliver to such Holders, in exchange for their Initial Notes, a like aggregate
principal amount at maturity of Exchange Notes registered under the Securities
Act.

     "REGISTRATION RIGHTS AGREEMENT" means (a) the Registration Rights Agreement
dated as of September 24 , 2004 among the Issuer and the Initial Purchaser
relating to the Notes and (b) any other similar Registration Rights Agreement
relating to Additional Notes.

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

     "REGULATION S NOTES" means all Initial Notes offered and sold outside the
United States in reliance on Regulation S.

     "RESTRICTED PERIOD", with respect to any Notes, means the period of 40
consecutive days beginning on and including the later of (a) the day on which
such Notes are first offered to persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S, notice of
which day shall be promptly given by the Issuer to the Trustee, and (b) the
Issue Date, and with respect to any Additional Notes that are Transfer
Restricted Notes, it means the comparable period of 40 consecutive days.

     "RESTRICTED NOTES LEGEND" means the legend set forth in Section 2.2(f)(i)
herein.

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

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

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

     "SECURITIES CUSTODIAN" means the custodian with respect to a Global Note
(as appointed by the Depository) or any successor person thereto, who shall
initially be the Trustee.

     "SHELF REGISTRATION STATEMENT" means a registration statement filed by the
Issuer in connection with the offer and sale of Initial Notes pursuant to the
Registration Rights Agreement.

     "TRANSFER RESTRICTED NOTES" means Definitive Notes and any other Notes that
bear or are required to bear or are subject to the Restricted Notes Legend.

                                       117
<Page>

     "UNRESTRICTED DEFINITIVE NOTE" means Definitive Notes and any other Notes
that are not required to bear, or are not subject to, the Restricted Notes
Legend.

     "UNRESTRICTED GLOBAL NOTE" means Notes that are not required to bear, or
are not subject to, the Restricted Notes Legend.

2.   The Notes.

     2.1     FORM AND DATING; GLOBAL NOTES. (a) The Initial Notes issued on the
date hereof will be (i) offered and sold by the Issuer pursuant to the Purchase
Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A
and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance
on Regulation S. Such Initial Notes may thereafter be transferred to, among
others, QIBs, purchasers in reliance on Regulation S and, except as set forth
below, IAIs in accordance with Rule 501. Additional Notes offered after the date
hereof may be offered and sold by the Issuer from time to time pursuant to one
or more Purchase Agreements in accordance with applicable law.

     (b)     GLOBAL NOTES. (i) Rule 144A Notes that are Series A Notes initially
shall be represented by one or more Notes in definitive, fully registered,
global form without interest coupons (collectively, the "RESTRICTED SERIES A
GLOBAL NOTES"). Regulation S Notes that are Series A Notes initially shall be
represented by one or more Notes in fully registered, global form without
interest coupons (collectively, the "REGULATION S SERIES A GLOBAL NOTES"). Rule
144A Notes that are Series B Notes initially shall be represented by one or more
Notes in definitive, fully registered, global form without interest coupons
(collectively, the "RESTRICTED SERIES B GLOBAL NOTES" and, together with the
Restricted Series A Global Notes, the "RESTRICTED GLOBAL NOTES"). Regulation S
Notes that are Series B Notes initially shall be represented by one or more
Notes in fully registered, global form without interest coupons (collectively,
the "REGULATION S SERIES B GLOBAL NOTES" and, together with the Regulation S
Series A Global Notes, the "REGULATION S GLOBAL NOTES"). The term "SERIES A
GLOBAL NOTES" means the Restricted Series A Global Notes and the Regulation S
Series A Global Notes. The term "SERIES B GLOBAL NOTES" means the Restricted
Series B Global Notes and the Regulation S Series B Global Notes. The term
"GLOBAL NOTES" means, collectively, the Series A Global Notes and the Series B
Global Notes. The Global Notes shall bear the Global Notes Legend. The Global
Notes initially shall (i) be registered in the name of the Depository or the
nominee of such Depository, in each case for credit to an account of an Agent
Member (as defined below), (ii) be delivered to the Trustee as custodian for
such Depository and (iii) bear the Restricted Notes Legend.

     Members of, or direct or indirect participants in, the Depository,
Euroclear or Clearstream ("AGENT MEMBERS") shall have no rights under this
Indenture with

                                       118
<Page>

respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Notes. The Depository may be
treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as
the absolute owner of the Global Notes for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the
Trustee or any agent of the Issuer or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository, Euroclear or Clearstream, as the case may
be, and their respective Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.

             (ii)    Transfers of Global Notes shall be limited to transfer in
     whole, but not in part, to the Depository, its successors or their
     respective nominees. Interests of beneficial owners in the Global Notes may
     be transferred or exchanged for Definitive Notes only in accordance with
     the applicable rules and procedures of the Depository, Euroclear or
     Clearstream, as the case may be, and the provisions of Section 2.2. In
     addition, a Global Note shall be exchangeable for Definitive Notes if (i)
     the Depository (x) notifies the Issuer that it is unwilling or unable to
     continue as depository for such Global Note and the Issuer thereupon fails
     to appoint a successor depository or (y) has ceased to be a clearing agency
     registered under the Exchange Act, or (ii) in the case of any Global Note,
     there shall have occurred and be continuing an Event of Default with
     respect to such Global Note. In all cases, Definitive Notes delivered in
     exchange for any Global Note or beneficial interests therein shall be
     registered in the names, and issued in any approved denominations,
     requested by or on behalf of the Depository in accordance with its
     customary procedures.

             (iii)   In connection with the transfer of a Global Note as an
     entirety to beneficial owners pursuant to subsection (i) of this Section
     2.1(b), such Global Note shall be deemed to be surrendered to the Trustee
     for cancellation, and the Issuer shall execute, and the Trustee shall
     authenticate and make available for delivery, to each beneficial owner
     identified by the Depository in writing in exchange for its beneficial
     interest in such Global Note, an equal aggregate principal amount at
     maturity of Definitive Notes of authorized denominations.

             (iv)    Any Transfer Restricted Note delivered in exchange for an
     interest in a Global Note pursuant to Section 2.2 shall, except as
     otherwise provided in Section 2.2, bear the Restricted Notes Legend.

             (v)     Notwithstanding anything to the contrary contained herein,
     no such transfer or exchange is permitted during the Restricted Period
     unless , the Person requesting the registration of transfer delivers or
     causes

                                       119
<Page>

     to be delivered to the Trustee (x) a duly completed Rule 144A Certificate
     in the form set forth in Exhibit F or (y) a duly completed Institutional
     Accredited Investor Certificate in the form set forth in Exhibit G and/or
     an Opinion of Counsel and such other certifications and evidence as the
     Trustee or the Issuer may reasonably require in order to determine that the
     proposed transfer is being made in compliance with the Securities Act and
     any applicable securities laws of any state of the United States.

             (vi)    The Holder of any Global Note 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 Notes.

     (c)     TEMPORARY REGULATION S NOTES

     Each Note originally sold by the Initial Purchaser in reliance upon
Regulation S will, until the expiration of the Restricted Period, be evidenced
by one or more temporary Regulation S Global Notes that bear the Restricted
Notes Legend. Upon the expiration of the Restricted Period the temporary
Regulation S Global Notes will be deemed to become permanent Regulation S Global
Notes with no further action by the Issuer or the Trustee.

     2.2     TRANSFER AND EXCHANGE.

     (a)     TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except as set forth in Section 2.1(b). Global Notes will
not be exchanged by the Issuer for Definitive Notes except under the
circumstances described in Section 2.1(b)(ii). Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.08 and
2.10 of this Indenture. Beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 2.2(b) or 2.2(g).

     (b)     TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depository, in accordance with the provisions of this
Indenture and the applicable rules and procedures of the Depository. Beneficial
interests in Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act. Beneficial interests in Regulation S Global Notes shall be
transferred or exchanged only for beneficial interests in Regulation S Global
Notes. Transfers and exchanges of beneficial interests in the Global Notes also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

                                       120
<Page>

             (i)     TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Restricted Notes Legend; PROVIDED, HOWEVER,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in a Regulation S Global Note may not be made to a
     U.S. Person or for the account or benefit of a U.S. Person (other than an
     Initial Purchaser). A beneficial interest in an Unrestricted Global Note
     may be transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.2(b)(i).

             (ii)    ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS
     IN GLOBAL NOTES. In connection with all transfers and exchanges of
     beneficial interests in any Global Note that is not subject to Section
     2.2(b)(i), the transferor of such beneficial interest must deliver to the
     Registrar (1) a written order from an Agent Member given to the Depository
     in accordance with the applicable rules and procedures of the Depository
     directing the Depository to credit or cause to be credited a beneficial
     interest in another Global Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given in
     accordance with the applicable rules and procedures of the Depository
     containing information regarding the Agent Member account to be credited
     with such increase. Upon satisfaction of all of the requirements for
     transfer or exchange of beneficial interests in Global Notes contained in
     this Indenture and the Notes or otherwise applicable under the Securities
     Act, the Trustee shall adjust the principal amount at maturity of the
     relevant Global Note pursuant to Section 2.2(g).

             (iii)   TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
     GLOBAL NOTE. A beneficial interest in a Transfer Restricted Global Note may
     be transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Transfer Restricted Global Note and if the
     transferee will take delivery in the form of a beneficial interest in a
     Global Note, then the transferor delivers a certificate in the form
     attached to the applicable Note.

             (iv)    TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A TRANSFER
     RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL
     NOTE. A beneficial interest in a Transfer Restricted Global Note may be
     exchanged by any holder thereof for a beneficial interest in an
     Unrestricted Global Note or transferred to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note

                                       121
<Page>

     if the exchange or transfer complies with the requirements of Section
     2.2(b)(ii) above and the Registrar receives the following:

                     (A)     if the holder of such beneficial interest in a
             Transfer Restricted Global Note proposes to exchange such
             beneficial interest for a beneficial interest in an Unrestricted
             Global Note, a certificate from such holder in the form attached to
             the applicable Note; or

                     (B)     if the holder of such beneficial interest in a
             Transfer Restricted Global Note proposes to transfer such
             beneficial interest to a Person who shall take delivery thereof in
             the form of a beneficial interest in an Unrestricted Global Note, a
             certificate from such holder in the form attached to the applicable
             Note,

and, in each such case, if the Registrar so requests or if the applicable rules
and procedures of the Depository, Euroclear or Clearstream, as applicable, so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Restricted
Notes Legend are no longer required in order to maintain compliance with the
Securities Act. If any such transfer or exchange is effected pursuant to this
subparagraph (iv) at a time when an Unrestricted Global Note has not yet been
issued, the Issuer shall issue and, upon receipt of an written order of the
Issuer in the form of an Officers' Certificate in accordance with Section 2.01,
the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount at maturity equal to the aggregate principal amount
at maturity of beneficial interests transferred or exchanged pursuant to this
subparagraph (iv).

             (v)     TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN AN
     UNRESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
     NOTE. Beneficial interests in an Unrestricted Global Note cannot be
     exchanged for, or transferred to Persons who take delivery thereof in the
     form of, a beneficial interest in a Restricted Global Note.

     (c)     TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES FOR
DEFINITIVE NOTES. A beneficial interest in a Global Note may not be exchanged
for a Definitive Note except under the circumstances described in Section
2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a
Person who takes delivery thereof in the form of a Definitive Note except under
the circumstances described in Section 2.1(b)(ii). In any case, beneficial
interests in Series A Global Notes shall be transferred or exchanged only for
Definitive Series A Notes and beneficial interests in Series B Global Notes
shall be transferred or exchanged only for Definitive Series B Notes.

                                       122
<Page>

     (d)     TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL INTERESTS
IN GLOBAL NOTES. Definitive Series A Notes shall be transferred or exchanged
only for beneficial interests in Series A Global Notes. Definitive Series B
Notes shall be transferred or exchanged only for beneficial interests in Series
B Global Notes. Transfers and exchanges of beneficial interests in the Global
Notes also shall require compliance with either subparagraph (i), (ii) or (ii)
below, as applicable:

             (i)     TRANSFER RESTRICTED NOTES TO BENEFICIAL INTERESTS IN
     RESTRICTED GLOBAL NOTES. If any Holder of a Transfer Restricted Note
     proposes to exchange such Transfer Restricted Note for a beneficial
     interest in a Restricted Global Note or to transfer such Transfer
     Restricted Note to a Person who takes delivery thereof in the form of a
     beneficial interest in a Restricted Global Note, then, upon receipt by the
     Registrar of the following documentation:

                     (A)     if the Holder of such Transfer Restricted Note
             proposes to exchange such Transfer Restricted Note for a beneficial
             interest in a Restricted Global Note, a certificate from such
             Holder in the form attached to the applicable Note;

                     (B)     if such Transfer Restricted Note is being
             transferred to a QIB in accordance with Rule 144A under the
             Securities Act, a certificate from such Holder in the form attached
             to the applicable Note;

                     (C)     if such Transfer Restricted Note is being
             transferred to a Non-U.S. Person in an offshore transaction in
             accordance with Rule 903 or Rule 904 under the Securities Act, a
             certificate from such Holder in the form attached to the applicable
             Note;

                     (D)     if such Transfer Restricted Note is being
             transferred pursuant to an exemption from the registration
             requirements of the Securities Act in accordance with Rule 144
             under the Securities Act, a certificate from such Holder in the
             form attached to the applicable Note;

                     (E)     if such Transfer Restricted Note is being
             transferred to an IAI in reliance on an exemption from the
             registration requirements of the Securities Act other than those
             listed in subparagraphs (B) through (D) above, a certificate from
             such Holder in the form attached to the applicable Note, including
             the certifications, certificates and Opinion of Counsel, if
             applicable; or

                                       123
<Page>

                     (F)     if such Transfer Restricted Note is being
             transferred to the Issuer or a Subsidiary thereof, a certificate
             from such Holder in the form attached to the applicable Note;

the Trustee shall cancel the Transfer Restricted Note, and increase or cause to
be increased the aggregate principal amount at maturity of the appropriate
Restricted Global Note.

             (ii)    TRANSFER RESTRICTED NOTES TO BENEFICIAL INTERESTS IN
     UNRESTRICTED GLOBAL NOTES. A Holder of a Transfer Restricted Note may
     exchange such Transfer Restricted Note for a beneficial interest in an
     Unrestricted Global Note or transfer such Transfer Restricted Note to a
     Person who takes delivery thereof in the form of a beneficial interest in
     an Unrestricted Global Note only if the Registrar receives the following:

                     (A)     if the Holder of such Transfer Restricted Note
             proposes to exchange such Transfer Restricted Note for a beneficial
             interest in an Unrestricted Global Note, a certificate from such
             Holder in the form attached to the applicable Note; or

                     (B)     if the Holder of such Transfer Restricted Notes
             proposes to transfer such Transfer Restricted Note to a Person who
             shall take delivery thereof in the form of a beneficial interest in
             an Unrestricted Global Note, a certificate from such Holder in the
             form attached to the applicable Note,

and, in each such case, if the Registrar so requests or if the applicable rules
and procedures of the Depository, Euroclear or Clearstream, as applicable, so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Restricted
Notes Legend are no longer required in order to maintain compliance with the
Securities Act. Upon satisfaction of the conditions of this subparagraph (ii),
the Trustee shall cancel the Transfer Restricted Notes and increase or cause to
be increased the aggregate principal amount at maturity of the Unrestricted
Global Note. If any such transfer or exchange is effected pursuant to this
subparagraph (ii) at a time when an Unrestricted Global Note has not yet been
issued, the Issuer shall issue and, upon receipt of an written order of the
Issuer in the form of an Officers' Certificate, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount at
maturity equal to the aggregate principal amount at maturity of Transfer
Restricted Notes transferred or exchanged pursuant to this subparagraph (ii).

             (iii)   UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
     UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note

                                       124
<Page>

     may exchange such Unrestricted Definitive Note for a beneficial interest in
     an Unrestricted Global Note or transfer such Unrestricted Definitive Note
     to a Person who takes delivery thereof in the form of a beneficial interest
     in an Unrestricted Global Note at any time. Upon receipt of a request for
     such an exchange or transfer, the Trustee shall cancel the applicable
     Unrestricted Definitive Note and increase or cause to be increased the
     aggregate principal amount at maturity of one of the Unrestricted Global
     Notes. If any such transfer or exchange is effected pursuant to this
     subparagraph (iii) at a time when an Unrestricted Global Note has not yet
     been issued, the Issuer shall issue and, upon receipt of an written order
     of the Issuer in the form of an Officers' Certificate, the Trustee shall
     authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount at maturity equal to the aggregate principal amount at
     maturity of Unrestricted Definitive Notes transferred or exchanged pursuant
     to this subparagraph (iii).

             (iv)    UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
     RESTRICTED GLOBAL NOTES. An Unrestricted Definitive Note cannot be
     exchanged for, or transferred to a Person who takes delivery thereof in the
     form of, a beneficial interest in a Restricted Global Note.

     (e)     TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.2(e), the Registrar shall register the transfer
or exchange of Definitive Notes. Definitive Series A Notes shall be transferred
or exchanged only for Definitive Series A Notes. Definitive Series B Notes shall
be transferred or exchanged only for Definitive Series B Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.2(e).

             (i)     TRANSFER RESTRICTED NOTES TO TRANSFER RESTRICTED NOTES. A
     Transfer Restricted Note may be transferred to and registered in the name
     of a Person who takes delivery thereof in the form of a Transfer Restricted
     Note if the Registrar receives the following:

                     (A)     if the transfer will be made pursuant to Rule 144A
             under the Securities Act, then the transferor must deliver a
             certificate in the form attached to the applicable Note;

                                       125
<Page>

                     (B)     if the transfer will be made pursuant to Rule 903
             or Rule 904 under the Securities Act, then the transferor must
             deliver a certificate in the form attached to the applicable Note;

                     (C)     if the transfer will be made pursuant to an
             exemption from the registration requirements of the Securities Act
             in accordance with Rule 144 under the Securities Act, a certificate
             in the form attached to the applicable Note;

                     (D)     if the transfer will be made to an IAI in reliance
             on an exemption from the registration requirements of the
             Securities Act other than those listed in subparagraphs (A) through
             (D) above, a certificate in the form attached to the applicable
             Note; and

                     (E)     if such transfer will be made to the Issuer or a
             Subsidiary thereof, a certificate in the form attached to the
             applicable Note.

             (ii)    TRANSFER RESTRICTED NOTES TO UNRESTRICTED DEFINITIVE NOTES.
     Any Transfer Restricted Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person who takes delivery
     thereof in the form of an Unrestricted Definitive Note if the Registrar
     receives the following:

                     (1)     if the Holder of such Transfer Restricted Note
             proposes to exchange such Transfer Restricted Note for an
             Unrestricted Definitive Note, a certificate from such Holder in the
             form attached to the applicable Note; or

                     (2)     if the Holder of such Transfer Restricted Note
             proposes to transfer such Notes to a Person who shall take delivery
             thereof in the form of an Unrestricted Definitive Note, a
             certificate from such Holder in the form attached to the applicable
             Note,

and, in each such case, if the Registrar so requests, an Opinion of Counsel in
form reasonably acceptable to the Issuer to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer
required in order to maintain compliance with the Securities Act.

             (iii)   UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
     NOTES. A Holder of an Unrestricted Definitive Note may transfer such
     Unrestricted Definitive Notes to a Person who takes delivery thereof in the
     form of an Unrestricted Definitive Note at any time. Upon receipt of a
     request to register such a transfer, the Registrar shall register the

                                       126
<Page>

     Unrestricted Definitive Notes pursuant to the instructions from the Holder
     thereof.

             (iv)    UNRESTRICTED DEFINITIVE NOTES TO TRANSFER RESTRICTED NOTES.
     An Unrestricted Definitive Note cannot be exchanged for, or transferred to
     a Person who takes delivery thereof in the form of, a Transfer Restricted
     Note.

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

     (f)     LEGEND.

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

             "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
     OFFERED, SOLD PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
     TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
     THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
     INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
     INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
     "QIB"), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE

                                       127
<Page>

     ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
     OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
     ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
     501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN
     "IAI"); (2) AGREES THAT IT WILL NOT, [IN THE CASE OF RULE 144A NOTES:
     WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(K) (TAKING INTO ACCOUNT
     THE PROVISIONS OF RULE 144(D) OF THE SECURITIES ACT, IF APPLICABLE) UNDER
     THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER][IN THE CASE OF
     REG S NOTES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE
     ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY OF
     ITS AFFILIATES WAS THE OWNER OF THIS NOTE OR ANY PREDECESSOR OF SUCH NOTE],
     RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) TO A
     PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
     ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE
     SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
     COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE
     EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
     (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
     THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
     AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM
     OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS
     IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF NOTES OF LESS
     THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH
     TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (F) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
     CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; AND (3) AGREES
     THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN
     IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
     CONNECTION WITH ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN WITHIN THE
     TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX
     SET FORTH ON THE REVERSE HEREOF RELATING TO THE

                                       128
<Page>

     MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED
     HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
     HAVE THE MEANINGS 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 NOTE IN VIOLATION OF THE FOREGOING
     RESTRICTIONS."

Each Definitive Note shall bear the following additional legend:

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

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

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

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

             (v)     Upon a sale or transfer after the expiration of the
     Restricted Period of any Initial Note acquired pursuant to Regulation S,
     all requirements that such Initial Note bear the Restricted Notes Legend
     shall

                                       129
<Page>

     cease to apply and the requirements requiring any such Initial Note be
     issued in global form shall continue to apply.

             (vi)    Any Additional Notes sold in a registered offering shall
     not be required to bear the Restricted Notes Legend.

             (vii)   Each Note certificate evidencing the Global Notes and the
     Definitive Notes (and all Notes issued in exchange therefor or in
     substitution thereof) shall bear a legend in substantially the following
     form (each defined term in the legend being defined as such for purposes of
     the legend only):

             THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF
     SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000
     PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $ AND THE
     AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $ . THE ISSUE DATE OF THIS NOTE IS AND
     THE YIELD TO MATURITY IS %.

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

     (h)     OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.

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

             (ii)    No service charge shall be made for any registration of
     transfer or exchange, but the Issuer may require payment of a sum
     sufficient to cover any transfer tax, assessments, or similar governmental

                                       130
<Page>

     charge payable in connection therewith (other than any such transfer taxes,
     assessments or similar governmental charge payable upon exchanges pursuant
     to Sections 3.03(c), 4.06, 4.08 and 9.05 of this Indenture).

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

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

     (i)     No Obligation of the Trustee.

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

             (ii)    The Trustee shall have no obligation or duty to monitor,
     determine or inquire as to compliance with any restrictions on transfer
     imposed under this Indenture or under applicable law with respect to any
     transfer of any interest in any Note (including any transfers between or
     among Depository participants, members or beneficial owners in any Global
     Note) other than to require delivery of such certificates and other
     documentation or evidence as are expressly required by, and to do so if

                                       131
<Page>

     and when expressly required by, the terms of this Indenture, and to examine
     the same to determine substantial compliance as to form with the express
     requirements hereof.

                                       132
<Page>

                                                                       EXHIBIT A

                     [FORM OF FACE OF INITIAL SERIES A NOTE]

                              [Global Notes Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION
1271 ET SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT
MATURITY OF THIS NOTE, THE ISSUE PRICE IS $612.75 AND THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT IS $387.25. THE ISSUE DATE OF THIS NOTE IS SEPTEMBER 24, 2004 AND
THE YIELD TO MATURITY IS 10%.

                            [Restricted Notes Legend]

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"

                                       A-1
<Page>

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A
U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (AN "IAI"); (2) AGREES THAT IT WILL NOT, [IN THE CASE OF RULE
144A NOTES: WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(K) (TAKING INTO
ACCOUNT THE PROVISIONS OF RULE 144(D) OF THE SECURITIES ACT, IF APPLICABLE)
UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER][IN THE CASE
OF REG S NOTES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY OF ITS
AFFILIATES WAS THE OWNER OF THIS NOTE OR ANY PREDECESSOR OF SUCH NOTE] RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) TO A PERSON WHOM THE
HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI
THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION
OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT
MATURITY OF NOTES OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN
EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; AND (3) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN WITHIN THE TIME PERIOD
REFERRED TO ABOVE, 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. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S.

                                       A-2
<Page>

PERSON" HAVE THE MEANINGS 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 NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

Each Definitive Series A Note shall bear the following additional legend:

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

                                       A-3
<Page>

                                                 [FORM OF INITIAL SERIES A NOTE]

No.                                                                 $163,000,000

                   10% Series A Senior Discount Note due 2014

                                                 CUSIP No. [144A:   ][REG S:   ]
                                                 ISIN No. [144A:   ][[REG S:   ]

     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP., jointly and
severally, promise to pay to , or registered assigns, the principal sum of [one
hundred sixty three million Dollars] ($163,000,000) on October 1, 2014.

   Interest Payment Dates: April 1 and October 1, with cash interest payments
                            commencing April 1, 2010.

                    Record Dates: March 15 and September 15.

     Additional provisions of this Series A Note are set forth on the other side
of this Note.

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

                                             CRYSTAL US HOLDINGS 3 L.L.C.


                                             By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                             CRYSTAL US SUB 3 CORP.


                                             By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


Dated:

TRUSTEE'S CERTIFICATE OF

                                       A-4
<Page>

     AUTHENTICATION

THE  BANK OF NEW YORK,
     as Trustee, certifies that this is
     one of the Series A Notes
     referred to in the Indenture.

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

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

                                       A-5
<Page>

                 [FORM OF REVERSE SIDE OF INITIAL SERIES A NOTE]

                   10% Series A Senior Discount Note due 2014

1.   INTEREST

     (a)     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP.) (both
together, and their successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), jointly and severally, promise
to pay interest on the principal amount at maturity of this Series A Note at the
rate per annum shown above. Prior to October 1, 2009, interest on the Note will
accrue in the form of an increase in the Accreted Value of the Note, and no cash
interest shall be paid. The Accreted Value of the Note will increase from the
date of issuance until October 1, 2009 at a rate of 10% PER ANNUM compounded
semi-annually as provided in the definition of "Accreted Value" in the Indenture
such that the Accreted Value will equal the principal amount at maturity on
October 1, 2009. The Issuer shall pay interest semiannually on April 1 and
October 1 of each year, commencing April 1, 2010. Interest on the Series A Notes
shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from October
1, 2009 until the principal hereof is due. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest
on overdue principal at the rate borne by the Series A Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

     (b)     REGISTRATION RIGHTS AGREEMENT. The Holder of this Series A Note is
entitled to the benefits of a Registration Rights Agreement, dated as of
September 24 , 2004, among the Issuer and the Initial Purchaser named therein.

2.   METHOD OF PAYMENT

     The Issuer shall pay interest on the Series A Notes (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the March 15 or September 15 next preceding the interest payment date even if
Series A Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). Holders must surrender Series A
Notes to a Paying Agent to collect principal payments. The Issuer shall pay
principal, premium, if any, and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Series A Notes represented by a Series
A Global Note (including principal, premium, if any, and interest) shall be made
by wire transfer of immediately available funds to the accounts specified by The
Depository Trust Company, Issuer or any successor depositary. The Issuer will
make all payments in respect of a certificated Series A Note (including
principal, premium, if any, and interest), at the office of each Paying Agent,
except that, at the option of the

                                       A-6
<Page>

Issuer, payment of interest may be made by mailing a check to the registered
address of each Holder thereof; PROVIDED, HOWEVER, that payments on the Series A
Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate
principal amount at maturity of Series A Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or a Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.   PAYING AGENT AND REGISTRAR

     Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint and
change any Paying Agent or Registrar without notice. The Issuer may act as
Paying Agent or Registrar.

4.   INDENTURE

     The Issuer issued the Series A Notes under an Indenture dated as of
September 24 , 2004 (the "Indenture"), among the Issuer and the Trustee. The
terms of the Series A Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. The
Series A Notes are subject to all terms and provisions of the Indenture, and the
Holders (as defined in the Indenture) are referred to the Indenture and the TIA
for a statement of such terms and provisions.

     The Series A Notes are senior unsecured obligations of the Issuer. This
Series A Note is one of the Initial Series A Notes referred to in the Indenture.
The Series A Notes include the Initial Series A Notes and any Exchange Series A
Notes issued in exchange for Initial Series A Notes pursuant to the Indenture.
The Initial Series A Notes and any Exchange Series A Notes together with the
Initial Series B Notes and any Exchange Series B Notes are treated as a single
class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Issuer's Restricted Subsidiaries to, among
other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, issue or sell shares of capital stock of such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make asset sales. The Indenture also
imposes limitations on the ability of the Issuer to consolidate or merge with or
into any other Person or convey, transfer or lease all or substantially all of
its property.

                                       A-7
<Page>

5.   REDEMPTION AND REPURCHASE

     This Series A Note is subject to optional redemption and may be the subject
of an Offer to Purchase, as further described in the Indenture.

6.   SINKING FUND

     The Series A Notes are not subject to any sinking fund.

7.   DENOMINATIONS; TRANSFER; EXCHANGE

     The Series A Notes are in registered form, without coupons, in
denominations of $5,000 principal amount at maturity and whole multiples of
$1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Series A Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Series A Notes selected for
redemption (except, in the case of a Series A Note to be redeemed in part, the
portion of the Series A Notes not to be redeemed) or to transfer or exchange any
Series A Notes for a period of 15 days prior to a selection of Series A Notes to
be redeemed.

8.   PERSONS DEEMED OWNERS

     The registered Holder of this Series A Note shall be treated as the owner
of it for all purposes.

9.   UNCLAIMED MONEY

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee and a Paying Agent shall pay the money back to the Issuer at
its written request unless an abandoned property law designates another Person.
After any such payment, the Holders entitled to the money must look to the
Issuer for payment as general creditors and the Trustee and a Paying Agent shall
have no further liability with respect to such monies.

10.  DISCHARGE AND DEFEASANCE

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

                                       A-8
<Page>

11.  AMENDMENT, WAIVER

     Subject to certain exceptions set forth in the Indenture, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the
Holders of a majority in principal amount at maturity of the outstanding Notes;
PROVIDED, HOWEVER, that if any amendment, waiver or other modification will only
affect the Series A Notes or the Series B Notes, only the consent of the Holders
of at least a majority in principal amount at maturity of the then outstanding
Series A Notes or Series B Notes (and not the consent of the Holders of at least
a majority of all Notes), as the case may be, shall be required. Without notice
to or the consent of any Holder, the Issuer and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency.

12.  DEFAULTS AND REMEDIES

     If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Issuer) and is
continuing, the Trustee or the Holders of at least 25% in principal amount at
maturity of the outstanding Notes, in each case, by notice to the Issuer, may
declare the Accreted Value of all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Issuer occurs, the principal of, premium, if any, and
interest on all the Notes shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders. Under
certain circumstances, the Holders of a majority in principal amount at maturity
of the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.

13.  TRUSTEE DEALINGS WITH THE ISSUER

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

14.  NO RECOURSE AGAINST OTHERS

     No director, officer, employee, incorporator or holder of any equity
interests in the Issuer or any direct or indirect parent corporation, as such,
shall have any liability for any obligations of the Issuer under the Notes, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability.

                                       A-9
<Page>

15.  AUTHENTICATION

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

16.  ABBREVIATIONS

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

17.  GOVERNING LAW

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

18.  CUSIP NUMBERS AND ISINS

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

     THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.

                                      A-10
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

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

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

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


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

Date:                         Your Signature:
       ----------------                       ----------------------------------
                                              (Sign exactly as your name
                                              appears on the other side of this
                                              Note)


Signature Guarantee:

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

                                      A-11
<Page>

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
               REGISTRATION OF TRANSFER RESTRICTED SERIES A NOTES

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

     The undersigned (check one box below):

     / /  has requested the Trustee by written order to deliver in exchange for
          its beneficial interest in the Series A Global Note held by the
          Depository a Series A Note or Series A Notes in definitive, registered
          form of authorized denominations and an aggregate principal amount at
          maturity equal to its beneficial interest in such Global Series A Note
          (or the portion thereof indicated above);

     / /  has requested the Trustee by written order to exchange or register the
          transfer of a Series A Note or Series A Notes.

     In connection with any transfer of any of the Series A Notes evidenced by
this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act, the undersigned confirms that such Series
A Notes are being transferred in accordance with its terms:

     CHECK ONE BOX BELOW

     (1)  / /  to the Issuer; or

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

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

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

     (5)  / /  outside the United States in an offshore transaction within the
               meaning of Regulation S under the Securities Act in compliance
               with Rule 904 under the Securities Act of 1933 and such Security
               shall be held immediately after the

                                      A-12
<Page>

               transfer through Euroclear or Clearstream until the expiration of
               the Restricted Period (as defined in the Indenture); or

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

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

     Unless one of the boxes is checked, the Trustee will refuse to register any
of the Notes evidenced by this certificate in the name of any Person other than
the registered Holder thereof; PROVIDED, HOWEVER, that if box (5), (6) or (7) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Issuer
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.


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

Signature Guarantee:

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

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

                                      A-13
<Page>

              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Series A
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer 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-14
<Page>

                    [TO BE ATTACHED TO GLOBAL SERIES A NOTES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SERIES A NOTE

     The initial principal amount at maturity of this Series A Global Note is
$163,000,000. The following increases or decreases in this Series A Global Note
have been made:

<Table>
<Caption>
                         Amount of                  Amount of
                        decrease in                increase in               Principal Amount
                         Principal                  Principal              at maturity of this
                         Amount at                  Amount at                Series A Global                  Signature of
                      maturity of this          maturity of this              Note following              authorized signatory
    Date of           Series A Global            Series A Global             such decrease or              of Trustee or Notes
    Exchange                Note                      Note                       increase                       Custodian
  ------------       ------------------        -------------------        ---------------------          ----------------------
    <S>               <C>                       <C>                        <C>                            <C>



</Table>

                                      A-15
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

     IF YOU WANT TO ELECT TO HAVE THIS SERIES A NOTE PURCHASED BY THE ISSUER
PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                  ASSET SALE  / /             CHANGE OF CONTROL  / /

     IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SERIES A NOTE PURCHASED BY
THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF
CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($5000 PRINCIPAL AMOUNT AT MATURITY
OR AN INTEGRAL MULTIPLE OF $1000 IN EXCESS THEREOF):

$

DATED:                             YOUR SIGNATURE:
       ----------------------                     ------------------------------
                                                  (SIGN EXACTLY AS YOUR NAME
                                                  APPEARS ON THE OTHER SIDE OF
                                                  THIS NOTE)


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

                                      A-16
<Page>

                                                                       EXHIBIT B

                     [FORM OF FACE OF INITIAL SERIES B NOTE]

                              [Global Notes Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION
1271 ET SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT
MATURITY OF THIS NOTE, THE ISSUE PRICE IS $598.29 AND THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT IS $401.71. THE ISSUE DATE OF THIS NOTE IS SEPTEMBER 24, 2004 AND
THE YIELD TO MATURITY IS 10 1/2%.

                            [Restricted Notes Legend]

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF

                                       B-1
<Page>

OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) (A "QIB"), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT
IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI"); (2) AGREES THAT
IT WILL NOT, [IN THE CASE OF RULE 144A NOTES: WITHIN THE TIME PERIOD REFERRED TO
UNDER RULE 144(K) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(D) OF THE
SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE
OF THE TRANSFER][IN THE CASE OF REG S NOTES: PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THIS NOTE OR ANY PREDECESSOR OF
SUCH NOTE] RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B)
TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED
FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT AT MATURITY OF NOTES OF LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN WITHIN THE TIME
PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER

                                       B-2
<Page>

AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS 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 NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.

Each Definitive Series B Note shall bear the following additional legend:

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

                                       B-3
<Page>

                         [FORM OF INITIAL SERIES B NOTE]

No.                                                                 $690,000,000

                 10 1/2% Series B Senior Discount Note due 2014

                                                 CUSIP No. [144A:   ][REG S:   ]
                                                  ISIN No. [144A:   ][REG S:   ]

     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP., jointly and
severally, promise to pay to , or registered assigns, the principal sum of six
hundred ninety million Dollars ($690,000,000) on October 1, 2014.

   Interest Payment Dates: April 1 and October 1, with cash interest payments
                            commencing April 1, 2010.

                    Record Dates: March 15 and September 15.

     Additional provisions of this Series B Note are set forth on the other side
of this Note.

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

                                              CRYSTAL US HOLDINGS 3 L.L.C.


                                              By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                              CRYSTAL US SUB 3 CORP.


                                              By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


Dated:

                                       B-4
<Page>

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

THE  BANK OF NEW YORK,
     as Trustee, certifies that this is
     one of the Series B Notes
     referred to in the Indenture.

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

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

                                       B-5
<Page>

                 [FORM OF REVERSE SIDE OF INITIAL SERIES B NOTE]

                 10 1/2% Series B Senior Discount Note due 2014

1.   INTEREST

     (a)     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP.) (both
together, and their successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), jointly and severally, promise
to pay interest on the principal amount at maturity of this Series B Note at the
rate per annum shown above. Prior to October 1, 2009, interest on the Note will
accrue in the form of an increase in the Accreted Value of the Note, and no cash
interest shall be paid. The Accreted Value of the Note will increase from the
date of issuance until October 1, 2009 at a rate of 10 1/2% PER ANNUM compounded
semi-annually as provided in the definition of "Accreted Value" in the Indenture
such that the Accreted Value will equal the principal amount at maturity on
October 1, 2009. The Issuer shall pay interest semiannually on April 1 and
October 1 of each year, commencing April 1, 2010. Interest on the Series B Notes
shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from October
1, 2009 until the principal hereof is due. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest
on overdue principal at the rate borne by the Series B Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

     (b)     REGISTRATION RIGHTS AGREEMENT. The Holder of this Series B Note is
entitled to the benefits of a Registration Rights Agreement, dated as of
September 24 , 2004, among the Issuer and the Initial Purchaser named therein.

2.   METHOD OF PAYMENT

     The Issuer shall pay interest on the Series B Notes (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the March 15 or September 15 next preceding the interest payment date even if
Series B Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). Holders must surrender Series B
Notes to a Paying Agent to collect principal payments. The Issuer shall pay
principal, premium, if any, and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Series B Notes represented by a Series
B Global Note (including principal, premium, if any, and interest) shall be made
by wire transfer of immediately available funds to the accounts specified by The
Depository Trust Company, Issuer or any successor depositary. The Issuer will
make all payments in respect of a certificated Series B Note (including
principal, premium, if any, and interest), at the office of each Paying Agent,
except that, at the option of the

                                       B-6
<Page>

Issuer, payment of interest may be made by mailing a check to the registered
address of each Holder thereof; PROVIDED, HOWEVER, that payments on the Series B
Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate
principal amount at maturity of Series B Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or a Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.   PAYING AGENT AND REGISTRAR

     Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint and
change any Paying Agent or Registrar without notice. The Issuer may act as
Paying Agent or Registrar.

4.   INDENTURE

     The Issuer issued the Series B Notes under an Indenture dated as of
September 24 , 2004 (the "Indenture"), among the Issuer and the Trustee. The
terms of the Series B Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. The
Series B Notes are subject to all terms and provisions of the Indenture, and the
Holders (as defined in the Indenture) are referred to the Indenture and the TIA
for a statement of such terms and provisions.

     The Series B Notes are senior unsecured obligations of the Issuer. This
Series B Note is one of the Initial Series B Notes referred to in the Indenture.
The Series B Notes include the Initial Series B Notes and any Exchange Series B
Notes issued in exchange for Initial Series B Notes pursuant to the Indenture.
The Initial Series B Notes and any Exchange Series B Notes together with the
Initial Series A Notes and any Exchange Series A Notes are treated as a single
class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Issuer's Restricted Subsidiaries to, among
other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, issue or sell shares of capital stock of such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make asset sales. The Indenture also
imposes limitations on the ability of the Issuer to consolidate or merge with or
into any other Person or convey, transfer or lease all or substantially all of
its property.

                                       B-7
<Page>

5.   REDEMPTION AND REPURCHASE

     This Series B Note is subject to optional redemption and may be the subject
of an Offer to Purchase, as further described in the Indenture.

6.   SINKING FUND

     The Series B Notes are not subject to any sinking fund.

7.   DENOMINATIONS; TRANSFER; EXCHANGE

     The Series B Notes are in registered form, without coupons, in
denominations of $5,000 principal amount at maturity and whole multiples of
$1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Series B Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Series B Notes selected for
redemption (except, in the case of a Series B Note to be redeemed in part, the
portion of the Series B Notes not to be redeemed) or to transfer or exchange any
Series B Notes for a period of 15 days prior to a selection of Series B Notes to
be redeemed.

8.   PERSONS DEEMED OWNERS

     The registered Holder of this Series B Note shall be treated as the owner
of it for all purposes.

9.   UNCLAIMED MONEY

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee and a Paying Agent shall pay the money back to the Issuer at
its written request unless an abandoned property law designates another Person.
After any such payment, the Holders entitled to the money must look to the
Issuer for payment as general creditors and the Trustee and a Paying Agent shall
have no further liability with respect to such monies.

10.  DISCHARGE AND DEFEASANCE

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

                                       B-8
<Page>

11.  AMENDMENT, WAIVER

     Subject to certain exceptions set forth in the Indenture, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the
Holders of a majority in principal amount at maturity of the outstanding Notes;
PROVIDED, HOWEVER, that if any amendment, waiver or other modification will only
affect the Series A Notes or the Series B Notes, only the consent of the Holders
of at least a majority in principal amount at maturity of the then outstanding
Series A Notes or Series B Notes (and not the consent of the Holders of at least
a majority of all Notes), as the case may be, shall be required. Without notice
to or the consent of any Holder, the Issuer and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency.

12.  DEFAULTS AND REMEDIES

     If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Issuer) and is
continuing, the Trustee or the Holders of at least 25% in principal amount at
maturity of the outstanding Notes, in each case, by notice to the Issuer, may
declare the Accreted Value of all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Issuer occurs, the principal of, premium, if any, and
interest on all the Notes shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders. Under
certain circumstances, the Holders of a majority in principal amount at maturity
of the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.

13.  TRUSTEE DEALINGS WITH THE ISSUER

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

14.  NO RECOURSE AGAINST OTHERS

     No director, officer, employee, incorporator or holder of any equity
interests in the Issuer or any direct or indirect parent corporation, as such,
shall have any liability for any obligations of the Issuer under the Notes, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability.

                                       B-9
<Page>

15.  AUTHENTICATION

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

16.  ABBREVIATIONS

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

17.  GOVERNING LAW

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

18.  CUSIP NUMBERS AND ISINS

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

     THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.

                                      B-10
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

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

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

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


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

Date:                           Your Signature:
       ------------------                       --------------------------------
                                                (Sign exactly as your name
                                                appears on the other side of
                                                this Note)


Signature Guarantee:

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

                                      B-11
<Page>

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

               REGISTRATION OF TRANSFER RESTRICTED SERIES B NOTES

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

     The undersigned (check one box below):

     / /  has requested the Trustee by written order to deliver in exchange for
          its beneficial interest in the Series B Global Note held by the
          Depository a Series B Note or Series B Notes in definitive, registered
          form of authorized denominations and an aggregate principal amount at
          maturity equal to its beneficial interest in such Series B Global Note
          (or the portion thereof indicated above);

     / /  has requested the Trustee by written order to exchange or register the
          transfer of a Series B Note or Series B Notes.

     In connection with any transfer of any of the Series B Notes evidenced by
this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act, the undersigned confirms that such Series
B Notes are being transferred in accordance with its terms:

     CHECK ONE BOX BELOW

     (1)  / /  to the Issuer; or

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

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

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

     (5)  / /  outside the United States in an offshore transaction within the
               meaning of Regulation S under the Securities Act in compliance
               with Rule 904 under the Securities Act of 1933 and such Security
               shall be held immediately after the

                                      B-12
<Page>

               transfer through Euroclear or Clearstream until the expiration of
               the Restricted Period (as defined in the Indenture); or

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

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

     Unless one of the boxes is checked, the Trustee will refuse to register any
of the Notes evidenced by this certificate in the name of any Person other than
the registered Holder thereof; PROVIDED, HOWEVER, that if box (5), (6) or (7) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Issuer
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.

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


Signature Guarantee:

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


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

                                      B-13
<Page>

              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Series B
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer 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

                                      B-14
<Page>

                    [TO BE ATTACHED TO GLOBAL SERIES B NOTES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SERIES B NOTE

     The initial principal amount at maturity of this Series B Global Note is
$690,000,000. The following increases or decreases in this Series B Global Note
have been made:

<Table>
<Caption>
                     Amount of                  Amount of
                    decrease in                increase in               Principal Amount
                     Principal                  Principal              at maturity of this
                     Amount at                  Amount at                Series B Global                  Signature of
                  maturity of this          maturity of this              Note following              authorized signatory
Date of           Series B Global            Series B Global             such decrease or              of Trustee or Notes
Exchange                Note                      Note                       increase                       Custodian
---------        ------------------        ------------------         ---------------------          ----------------------
<S>               <C>                       <C>                        <C>                            <C>



</Table>

                                      B-15
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

     IF YOU WANT TO ELECT TO HAVE THIS SERIES B NOTE PURCHASED BY THE ISSUER
PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                  ASSET SALE / /            CHANGE OF CONTROL / /

     IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SERIES B NOTE PURCHASED BY
THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF
CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($5000 PRINCIPAL AMOUNT AT MATURITY
OR AN INTEGRAL MULTIPLE OF $1000 IN EXCESS THEREOF):

$

DATED:                           YOUR SIGNATURE:
       --------------------                       ------------------------------
                                                  (SIGN EXACTLY AS YOUR NAME
                                                  APPEARS ON THE OTHER SIDE OF
                                                  THIS NOTE)


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

                                      B-16
<Page>

                                                                       EXHIBIT C

                    [FORM OF FACE OF EXCHANGE SERIES A NOTE]
                              [Global Notes Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET
SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY
OF THIS NOTE, THE ISSUE PRICE IS AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS .
THE ISSUE DATE OF THE ORIGINAL NOTE IS , 2004 AND THE YIELD TO MATURITY IS 10%.

                                       C-1
<Page>

No.                                                                 $163,000,000

                   10% Series A Senior Discount Note due 2014

                                                                 CUSIP No. [   ]
                                                                  ISIN No. [   ]

     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP., jointly and
severally, promise to pay to              , or registered assigns, the principal
sum of one hundred sixty three million Dollars ($163,000,000) on October 1,
2014.

   Interest Payment Dates: April 1 and October 1, with cash interest payments
                            commencing April 1, 2010.

                    Record Dates: March 15 and September 15.

     Additional provisions of this Series A Note are set forth on the other side
of this Note.

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

                                            CRYSTAL US HOLDINGS 3 L.L.C.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            CRYSTAL US SUB 3 CORP.

                                            By:

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


Dated:

                                       C-2
<Page>

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

THE  BANK OF NEW YORK,
     as Trustee, certifies that this is
     one of the Series A Notes
     referred to in the Indenture.

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

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

                                       C-3
<Page>

                [FORM OF REVERSE SIDE OF EXCHANGE SERIES A NOTE]

                   10% Series A Senior Discount Note due 2014

1.   INTEREST

     (a)     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP.) (both
together, and their successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), jointly and severally, promise
to pay interest on the principal amount at maturity of this Series A Note at the
rate per annum shown above. Prior to October 1, 2009, interest on the Note will
accrue in the form of an increase in the Accreted Value of the Note, and no cash
interest shall be paid. The Accreted Value of the Note will increase from the
date of issuance until October 1, 2009 at a rate of 10% PER ANNUM compounded
semi-annually as provided in the definition of "Accreted Value" in the Indenture
such that the Accreted Value will equal the principal amount at maturity on
October 1, 2009. The Issuer shall pay interest semiannually on April 1 and
October 1 of each year, commencing April 1, 2010. Interest on the Series A Notes
shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from October
1, 2009 until the principal hereof is due. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest
on overdue principal at the rate borne by the Series A Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

2.   METHOD OF PAYMENT

     The Issuer shall pay interest on the Series A Notes (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the March 15 or September 15 next preceding the interest payment date even if
Series A Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). Holders must surrender Series A
Notes to a Paying Agent to collect principal payments. The Issuer shall pay
principal, premium, if any, and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Series A Notes represented by a Series
A Global Note (including principal, premium, if any, and interest) shall be made
by wire transfer of immediately available funds to the accounts specified by The
Depository Trust Company, Issuer or any successor depositary. The Issuer will
make all payments in respect of a certificated Series A Note (including
principal, premium, if any, and interest), at the office of each Paying Agent,
except that, at the option of the Issuer, payment of interest may be made by
mailing a check to the registered address of each Holder thereof; PROVIDED,
HOWEVER, that payments on the Series A Notes may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount at maturity of Series A
Notes, by wire transfer to a U.S. dollar

                                       C-4
<Page>

account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or a
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.   PAYING AGENT AND REGISTRAR

     Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint and
change any Paying Agent or Registrar without notice. The Issuer may act as
Paying Agent or Registrar.

4.   INDENTURE

     The Issuer issued the Series A Notes under an Indenture dated as of
September 24 , 2004 (the "Indenture"), among the Issuer and the Trustee. The
terms of the Series A Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. The
Series A Notes are subject to all terms and provisions of the Indenture, and the
Holders (as defined in the Indenture) are referred to the Indenture and the TIA
for a statement of such terms and provisions.

     The Series A Notes are senior unsecured obligations of the Issuer. This
Series A Note is one of the Exchange Series A Notes referred to in the
Indenture. The Series A Notes include the Initial Series A Notes, the Additional
Series A Notes and any Exchange Series A Notes issued in exchange for Initial
Series A Notes pursuant to the Indenture. The Initial Series A Notes and
Exchange Series A Notes together with the Initial Series B Notes and any
Exchange Series B Notes are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on the ability of the
Issuer's Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
issue or sell shares of capital stock of such Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates, create or incur Liens and
make asset sales. The Indenture also imposes limitations on the ability of the
Issuer to consolidate or merge with or into any other Person or convey, transfer
or lease all or substantially all of its property.

5.   REDEMPTION AND REPURCHASE

                                       C-5
<Page>

     This Series A Note is subject to optional redemption and may be the subject
of an Offer to Purchase, as further described in the Indenture.

6.   SINKING FUND

     The Series A Notes are not subject to any sinking fund.

7.   DENOMINATIONS; TRANSFER; EXCHANGE

     The Series A Notes are in registered form, without coupons, in
denominations of $5,000 principal amount at maturity and whole multiples of
$1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Series A Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Series A Notes selected for
redemption (except, in the case of a Series A Note to be redeemed in part, the
portion of the Series A Notes not to be redeemed) or to transfer or exchange any
Series A Notes for a period of 15 days prior to a selection of Series A Notes to
be redeemed.

8.   PERSONS DEEMED OWNERS

     The registered Holder of this Series A Note shall be treated as the owner
of it for all purposes.

9.   UNCLAIMED MONEY

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee and a Paying Agent shall pay the money back to the Issuer at
its written request unless an abandoned property law designates another Person.
After any such payment, the Holders entitled to the money must look to the
Issuer for payment as general creditors and the Trustee and a Paying Agent shall
have no further liability with respect to such monies.

10.  DISCHARGE AND DEFEASANCE

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

11.  AMENDMENT, WAIVER

                                       C-6
<Page>

     Subject to certain exceptions set forth in the Indenture, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the
Holders of a majority in principal amount at maturity of the outstanding Notes;
PROVIDED, HOWEVER, that if any amendment, waiver or other modification will only
affect the Series A Notes or the Series B Notes, only the consent of the Holders
of at least a majority in principal amount at maturity of the then outstanding
Series A Notes or Series B Notes (and not the consent of the Holders of at least
a majority of all Notes), as the case may be, shall be required. Without notice
to or the consent of any Holder, the Issuer and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency.

12.  DEFAULTS AND REMEDIES

     If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Issuer) and is
continuing, the Trustee or the Holders of at least 25% in principal amount at
maturity of the outstanding Notes, in each case, by notice to the Issuer, may
declare the Accreted Value of all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Issuer occurs, the principal of, premium, if any, and
interest on all the Notes shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders. Under
certain circumstances, the Holders of a majority in principal amount at maturity
of the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.

13.  TRUSTEE DEALINGS WITH THE ISSUER

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

14.  NO RECOURSE AGAINST OTHERS

     No director, officer, employee, incorporator or holder of any equity
interests in the Issuer or any direct or indirect parent corporation, as such,
shall have any liability for any obligations of the Issuer under the Notes, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability.

15.  AUTHENTICATION

                                       C-7
<Page>

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

16.  ABBREVIATIONS

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

17.  GOVERNING LAW

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

18.  CUSIP NUMBERS AND ISINS

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

     THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.

                                       C-8
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

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

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

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


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

Date:                             Your Signature:
       ----------------                           ------------------------------
                                                  (Sign exactly as your name
                                                  appears on the other side of
                                                  this Note)


Signature Guarantee:

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

                                       C-9
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

     IF YOU WANT TO ELECT TO HAVE THIS SERIES A NOTE PURCHASED BY THE ISSUER
PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                  ASSET SALE / /            CHANGE OF CONTROL / /

     IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SERIES A NOTE PURCHASED BY
THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF
CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($5,000 PRINCIPAL AMOUNT AT MATURITY
OR AN INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF):


$

DATED:                           YOUR SIGNATURE:
       --------------------                       ------------------------------
                                                  (SIGN EXACTLY AS YOUR NAME
                                                  APPEARS ON THE OTHER SIDE OF
                                                  THIS NOTE)


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

                                      C-10
<Page>

                    [TO BE ATTACHED TO GLOBAL SERIES A NOTES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SERIES A NOTE

     The initial principal amount at maturity of this Series A Global Note is
$163,000,000. The following increases or decreases in this Series A Global Note
have been made:

<Table>
<Caption>
                     Amount of                  Amount of
                    decrease in                increase in               Principal Amount
                     Principal                  Principal              at maturity of this
                     Amount at                  Amount at                Series A Global                  Signature of
                  maturity of this          maturity of this              Note following              authorized signatory
Date of           Series A Global            Series A Global             such decrease or              of Trustee or Notes
Exchange                Note                      Note                       increase                       Custodian
---------        ------------------        ------------------         ---------------------          ----------------------
<S>               <C>                       <C>                        <C>                            <C>



</Table>

                                      C-11
<Page>

                                                                       EXHIBIT D

                    [FORM OF FACE OF EXCHANGE SERIES B NOTE]
                              [Global Notes Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ISSUER OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET
SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY
OF THIS NOTE, THE ISSUE PRICE IS AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS .
THE ISSUE DATE OF THIS NOTE IS ,2004 AND THE YIELD TO MATURITY IS 10 1/2%.

                                       D-1
<Page>

No.                                                                 $690,000,000

                 10 1/2% Series B Senior Discount Note due 2014

                                                                 CUSIP No. [   ]
                                                                  ISIN No. [   ]

     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP., jointly and
severally, promise to pay to            , or registered assigns, the principal
sum of six hundred ninety million Dollars ($690,000,000) on October 1, 2014.

   Interest Payment Dates: April 1 and October 1, with cash interest payments
                            commencing April 1, 2010.

                    Record Dates: March 15 and September 15.

     Additional provisions of this Series B Note are set forth on the other side
of this Note.

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

                                            CRYSTAL US HOLDINGS 3 L.L.C.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            CRYSTAL US SUB 3 CORP.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


Dated:

                                       D-2
<Page>

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

THE  BANK OF NEW YORK,
     as Trustee, certifies that this is
     one of the Series B Notes
     referred to in the Indenture.

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

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

                                       D-3
<Page>

                [FORM OF REVERSE SIDE OF EXCHANGE SERIES B NOTE]

                  10 1/2 Series B Senior Discount Note due 2014

1.   INTEREST

     (a)     CRYSTAL US HOLDINGS 3 L.L.C. and CRYSTAL US SUB 3 CORP.) (both
together, and their successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), jointly and severally, promise
to pay interest on the principal amount at maturity of this Series B Note at the
rate per annum shown above. Prior to October 1, 2009, interest on the Note will
accrue in the form of an increase in the Accreted Value of the Note, and no cash
interest shall be paid. The Accreted Value of the Note will increase from the
date of issuance until October 1, 2009 at a rate of 10 1/2% PER ANNUM compounded
semi-annually as provided in the definition of "Accreted Value" in the Indenture
such that the Accreted Value will equal the principal amount at maturity on
October 1, 2009. The Issuer shall pay interest semiannually on April 1 and
October 1 of each year, commencing April 1, 2010. Interest on the Series B Notes
shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from October
1, 2009 until the principal hereof is due. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest
on overdue principal at the rate borne by the Series B Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

2.   METHOD OF PAYMENT

     The Issuer shall pay interest on the Series B Notes (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the March 15 or September 15 next preceding the interest payment date even if
Series B Notes are canceled after the record date and on or before the interest
payment date (whether or not a Business Day). Holders must surrender Series B
Notes to a Paying Agent to collect principal payments. The Issuer shall pay
principal, premium, if any, and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Series B Notes represented by a Series
B Global Note (including principal, premium, if any, and interest) shall be made
by wire transfer of immediately available funds to the accounts specified by The
Depository Trust Company, Issuer or any successor depositary. The Issuer will
make all payments in respect of a certificated Series B Note (including
principal, premium, if any, and interest), at the office of each Paying Agent,
except that, at the option of the Issuer, payment of interest may be made by
mailing a check to the registered address of each Holder thereof; PROVIDED,
HOWEVER, that payments on the Series B Notes may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount at maturity of Series B
Notes, by wire transfer to a U.S. dollar

                                       D-4
<Page>

account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or a
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.   PAYING AGENT AND REGISTRAR

     Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint and
change any Paying Agent or Registrar without notice. The Issuer may act as
Paying Agent or Registrar.

4.   INDENTURE

     The Issuer issued the Series B Notes under an Indenture dated as of
September 24, 2004 (the "Indenture"), among the Issuer and the Trustee. The
terms of the Series B Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. The
Series B Notes are subject to all terms and provisions of the Indenture, and the
Holders (as defined in the Indenture) are referred to the Indenture and the TIA
for a statement of such terms and provisions.

     The Series B Notes are senior unsecured obligations of the Issuer. This
Series B Note is one of the Exchange Series B Notes referred to in the
Indenture. The Series B Notes include the Initial Series B Notes, the Additional
Series B Notes and any Exchange Series B Notes issued in exchange for Initial
Series B Notes pursuant to the Indenture. The Initial Series A Notes and
Exchange Series A Notes together with the Initial Series B Notes and any
Exchange Series B Notes are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on the ability of the
Issuer's Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
issue or sell shares of capital stock of such Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates, create or incur Liens and
make asset sales. The Indenture also imposes limitations on the ability of the
Issuer to consolidate or merge with or into any other Person or convey, transfer
or lease all or substantially all of its property.

5.   REDEMPTION AND REPURCHASE

                                       D-5
<Page>

     This Series B Note is subject to optional redemption and may be the subject
of an Offer to Purchase, as further described in the Indenture.

6.   SINKING FUND

     The Series B Notes are not subject to any sinking fund.

7.   DENOMINATIONS; TRANSFER; EXCHANGE

     The Series B Notes are in registered form, without coupons, in
denominations of $5,000 principal amount at maturity and whole multiples of
$1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Series B Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Series B Notes selected for
redemption (except, in the case of a Series B Note to be redeemed in part, the
portion of the Series B Notes not to be redeemed) or to transfer or exchange any
Series B Notes for a period of 15 days prior to a selection of Series B Notes to
be redeemed.

8.   PERSONS DEEMED OWNERS

     The registered Holder of this Series B Note shall be treated as the owner
of it for all purposes.

9.   UNCLAIMED MONEY

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee and a Paying Agent shall pay the money back to the Issuer at
its written request unless an abandoned property law designates another Person.
After any such payment, the Holders entitled to the money must look to the
Issuer for payment as general creditors and the Trustee and a Paying Agent shall
have no further liability with respect to such monies.

10.  DISCHARGE AND DEFEASANCE

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

11.  AMENDMENT, WAIVER

                                       D-6
<Page>

     Subject to certain exceptions set forth in the Indenture, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the
Holders of a majority in principal amount at maturity of the outstanding Notes;
PROVIDED, HOWEVER, that if any amendment, waiver or other modification will only
affect the Series A Notes or the Series B Notes, only the consent of the Holders
of at least a majority in principal amount at maturity of the then outstanding
Series A Notes or Series B Notes (and not the consent of the Holders of at least
a majority of all Notes), as the case may be, shall be required. Without notice
to or the consent of any Holder, the Issuer and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency.

12.  DEFAULTS AND REMEDIES

     If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Issuer) and is
continuing, the Trustee or the Holders of at least 25% in principal amount at
maturity of the outstanding Notes, in each case, by notice to the Issuer, may
declare the Accreted Value of all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Issuer occurs, the principal of, premium, if any, and
interest on all the Notes shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders. Under
certain circumstances, the Holders of a majority in principal amount at maturity
of the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.

13.  TRUSTEE DEALINGS WITH THE ISSUER

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

14.  NO RECOURSE AGAINST OTHERS

     No director, officer, employee, incorporator or holder of any equity
interests in the Issuer or any direct or indirect parent corporation, as such,
shall have any liability for any obligations of the Issuer under the Notes, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability.

15.  AUTHENTICATION

                                       D-7
<Page>

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

16.  ABBREVIATIONS

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

17.  GOVERNING LAW

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

18.  CUSIP NUMBERS AND ISINS

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

     THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.

                                       D-8
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

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

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

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


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

Date:                         Your Signature:
       -----------------                     -----------------------------------
                                              (Sign exactly as your name
                                              appears on the other side of this
                                              Note)


Signature Guarantee:

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

                                       D-9
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

     IF YOU WANT TO ELECT TO HAVE THIS SERIES B NOTE PURCHASED BY THE ISSUER
PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                  ASSET SALE / /            CHANGE OF CONTROL / /

     IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SERIES B NOTE PURCHASED BY
THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR SECTION 4.08 (CHANGE OF
CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($5,000 PRINCIPAL AMOUNT AT MATURITY
OR AN INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF):

$

DATED:                           YOUR SIGNATURE:
       --------------------                       ------------------------------
                                                  (SIGN EXACTLY AS YOUR NAME
                                                  APPEARS ON THE OTHER SIDE OF
                                                  THIS NOTE)


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

                                      D-10
<Page>

                    [TO BE ATTACHED TO GLOBAL SERIES B NOTES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SERIES B NOTE

     The initial principal amount at maturity of this Series B Global Note is
$690,000,000. The following increases or decreases in this Series B Global Note
have been made:

<Table>
<Caption>
                     Amount of                  Amount of
                    decrease in                increase in               Principal Amount
                     Principal                  Principal              at maturity of this
                     Amount at                  Amount at                Series B Global                  Signature of
                  maturity of this          maturity of this              Note following              authorized signatory
Date of           Series B Global            Series B Global             such decrease or              of Trustee or Notes
Exchange                Note                      Note                       increase                       Custodian
---------        ------------------        ------------------         ---------------------          ----------------------
<S>               <C>                       <C>                        <C>                            <C>



</Table>

                                      D-11
<Page>

                                                                       EXHIBIT E

                                     Form of
                       Transferee Letter of Representation

CRYSTAL US HOLDINGS 3 L.L.C.

CRYSTAL US SUB 3 CORP.

c/o The Bank of New York
Corporate Trust Department
101 Barclay Street, Fl. 21W
New York, New York  10286

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $[ ] principal amount at
maturity of the [10% Series A Senior Discount Notes due 2014] and [10 1/2%
Series B Senior Discount Notes due 2014] (the "Notes") of Crystal US Holdings 3
L.L.C. and Crystal US Sub 3 Corp. (together the "Issuer").

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

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

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

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

     The undersigned represents and warrants to you that:

     1.      We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act)), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount at
maturity of the Notes, and we are acquiring the Notes not with a view to, or for
offer or sale in connection with, any distribution in violation of the
Securities Act or any applicable security law of any State in the United States
or any other applicable jurisdiction, PROVIDED that the disposition of our
property and the property of any accounts for which we are acting as fiduciary
will remain at all times within our or their control. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we invest in or purchase
securities similar to the

                                       E-1
<Page>

Notes in the normal course of our business. We, and any accounts for which we
are acting, are each able to bear the economic risk of our or its investment.

     2.      We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf, the Issuer's behalf and on
behalf of any investor account for which we are purchasing Notes to offer, sell
or otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Issuer or any
affiliate of the Issuer was the owner of such Notes (or any predecessor thereto)
(the "Resale Restriction Termination Date") only (a) to the Issuer, (b) pursuant
to a registration statement that has been declared effective under the
Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a "QIB") that is purchasing
for its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount at maturity of
Notes of $250,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (c) or (d) above prior to the Resale
Restriction Termination Date, the transferor shall deliver to the Trustee a
written certificate in the form provided in the Note, to the effect that the
transfer is being made in accordance with Regulation S or Rule 144A, as the case
may be. If any resale or other transfer of the Notes is proposed to be made
pursuant to clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Issuer and the Trustee, which shall provide, among
other things, that the transferee is an institutional "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
and that it is acquiring such Notes for investment purposes and not for
distribution in violation of the Securities Act. If any resale or other transfer
of the Notes is proposed to be made pursuant to clause (e) or (f) above prior to
the Resale Restriction Termination Date, the transferor shall deliver to the
Trustee certificates Each purchaser acknowledges that the Issuer and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes

                                       E-2
<Page>

pursuant to clause (d), (e) or (f) above to require the delivery of an opinion
of counsel, certifications or other information satisfactory to the Issuer and
the Trustee in order to determine that the proposed transfer is being made in
compliance with the Securities Act and applicable law. Not representation is
made as to the availability of any Rule 144A exemption from the registration
requirements of the Securities Act.

Dated:
       ---------------------------------

                                            TRANSFEREE:
                                                        ------------------------

                                            By:
                                                --------------------------------

                                       E-3
<Page>

                                                                       EXHIBIT F

                              RULE 144A CERTIFICATE

To:  The Bank of New York, as Trustee (the "Trustee")
     Corporate Trust Department
     101 Barclay Street, Fl. 21W
     New York, New York 10286

Re:  [10% SERIES A SENIOR NOTES DUE 2014][10 1/2% SERIES B SENIOR DISCOUNT NOTES
     DUE 2014] (THE "NOTES") ISSUED UNDER THE INDENTURE (THE "INDENTURE") DATED
     AS OF SEPTEMBER 24, 2004 BETWEEN CRYSTAL US HOLDINGS 3 L.L.C., CRYSTAL US
     SUB 3 CORP. (THE "COMPANY") AND THE TRUSTEE

Ladies and Gentlemen:

     This Certificate relates to:

     [CHECK A OR B AS APPLICABLE.]

     / /A.   Our proposed purchase of $____ principal amount at maturity of
             Notes issued under the Indenture.

     / /B.   Our proposed exchange of $____ principal amount at maturity of
             Notes issued under the Indenture for an equal principal amount of
             Notes to be held by us.

     We and, if applicable, each account for which we are acting in the
aggregate owned and invested more than $100,000,000 in securities of issuers
that are not affiliated with us (or such accounts, if applicable), as of
__________, 200_, which is a date on or since close of our most recent fiscal
year. We and, if applicable, each account for which we are acting, are a
qualified institutional buyer within the meaning of Rule 144A ("RULE 144A")
under the Securities Act of 1933, as amended (the "SECURITIES Act"). If we are
acting on behalf of an account, we exercise sole investment discretion with
respect to such account. We are aware that the transfer of Notes to us, or such
exchange, as applicable, is being made in reliance upon the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to
the date of this Certificate we have received such information regarding the
Company as we have requested pursuant to Rule 144A(d)(4) or have determined not
to request such information.

     You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                       F-1
<Page>

                                            Very truly yours,

                                            [NAME OF PURCHASER (FOR
                                            TRANSFERS) OR OWNER (FOR
                                            EXCHANGES)]

                                            By:
                                                --------------------------------
                                            Name:
                                            Title:
                                            Address:
Date:
      -----------------

                                       F-2
<Page>

                                                                       EXHIBIT G

                  INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE

To:  The Bank of New York, as Trustee (the "Trustee")
     Corporate Trust Department
     101 Barclay Street, Fl. 21W
     New York, New York 10286

Re:  [10% SERIES A SENIOR NOTES DUE 2014][10 1/2% SERIES B SENIOR DISCOUNT NOTES
     DUE 2014] (THE "NOTES") ISSUED UNDER THE INDENTURE (THE "INDENTURE") DATED
     AS OF SEPTEMBER 24, 2004 BETWEEN CRYSTAL US HOLDINGS 3 L.L.C., CRYSTAL US
     SUB 3 CORP. (THE "COMPANY") AND THE TRUSTEE

Ladies and Gentlemen:

     This Certificate relates to:

     [CHECK A OR B AS APPLICABLE.]

     / /A.   Our proposed purchase of $____ principal amount at maturity of
             Notes issued under the Indenture.

     / /B.   Our proposed exchange of $____ principal amount of Notes at
             maturity issued under the Indenture for an equal principal amount
             of Notes to be held by us.

     We hereby confirm that:

     1.      We are an institutional "ACCREDITED INVESTOR" within the meaning of
             Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933,
             as amended (the "SECURITIES ACT") (an "INSTITUTIONAL ACCREDITED
             INVESTOR").

     2.      Any acquisition of Notes by us will be for our own account or for
             the account of one or more other Institutional Accredited Investors
             as to which we exercise sole investment discretion.

     3.      We have such knowledge and experience in financial and business
             matters that we are capable of evaluating the merits and risks of
             an investment in the Notes and we and any accounts for which we are
             acting are able to bear the economic risks of and an entire loss of
             our or their investment in the Notes.

                                       G-1
<Page>

     4.      We are not acquiring the Notes with a view to any distribution
             thereof in a transaction that would violate the Securities Act or
             the securities laws of any State of the United States or any other
             applicable jurisdiction; PROVIDED that the disposition of our
             property and the property of any accounts for which we are acting
             as fiduciary will remain at all times within our and their control.

     5.      We acknowledge that the Notes have not been registered under the
             Securities Act and that the Notes may not be offered or sold within
             the United States or to or for the benefit of U.S. persons except
             as set forth below.

     6.      The principal amount of Notes to which this Certificate relates is
             at least equal to [$250,000] [$100,000].

     We agree for the benefit of the Company, on our own behalf and on behalf of
each account for which we are acting, that such Notes may be offered, sold,
pledged or otherwise transferred only in accordance with the Securities Act and
any applicable securities laws of any State of the United States and only (a) to
the Company, (b) pursuant to a registration statement which has become effective
under the Securities Act, (c) to a qualified institutional buyer in compliance
with Rule 144A under the Securities Act, (d) in an offshore transaction in
compliance with Rule 904 of Regulation S under the Securities Act, (e) in a
principal amount of not less than [$250,000] [$100,000], to an Institutional
Accredited Investor that, prior to such transfer, delivers to the Trustee a duly
completed and signed certificate (the form of which may be obtained from the
Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant
to an exemption from registration provided by Rule 144 under the Securities Act
or any other available exemption from the registration requirements of the
Securities Act.

     Prior to the registration of any transfer in accordance with (c) or (d)
above, we acknowledge that a duly completed and signed certificate (the form of
which may be obtained from the Trustee) must be delivered to the Trustee. Prior
to the registration of any transfer in accordance with (e) or (f) above, we
acknowledge that the Company reserves the right to require the delivery of such
legal opinions, certifications or other evidence as may reasonably be required
in order to determine that the proposed transfer is being made in compliance
with the Securities Act and applicable state securities laws. We acknowledge
that no representation is made as to the availability of any Rule 144 exemption
from the registration requirements of the Securities Act.

     We understand that the Trustee will not be required to accept for
registration of transfer any Notes acquired by us, except upon presentation of
evidence satisfactory to the Company and the Trustee that the foregoing
restrictions on transfer have been complied with. We further understand that the

                                       G-2
<Page>

Notes acquired by us will be in the form of definitive physical certificates and
that such certificates will bear a legend reflecting the substance of the
preceding paragraph. We further agree to provide to any person acquiring any of
the Notes from us a notice advising such person that resales of the Notes are
restricted as stated herein and that certificates representing the Notes will
bear a legend to that effect.

     We agree to notify you promptly in writing if any of our acknowledgments,
representations or agreements herein ceases to be accurate and complete.

     We represent to you that we have full power to make the foregoing
acknowledgments, representations and agreements on our own behalf and on behalf
of any account for which we are acting.

     You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                            Very truly yours,

                                            [NAME OF PURCHASER (FOR
                                            TRANSFERS) OR OWNER (FOR
                                            EXCHANGES)]

                                            By:
                                                --------------------------------
                                            Name:
                                            Title:
                                            Address:

Date:
      ------------------

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

By:
      ------------------

Date:
      ------------------

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

                                       G-3