<PAGE>


                                                                     EXHIBIT 4.6

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                               PLIANT CORPORATION

                      11 1/8% Senior Secured Notes due 2009


                                   -----------


                                    INDENTURE

                            Dated as of May 30, 2003


                                   ----------


                            WILMINGTON TRUST COMPANY,

                                   as Trustee

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                   Definitions and Incorporation by Reference

SECTION 1.01.    Definitions........................................................................1
SECTION 1.02.    Other Definitions.................................................................27
SECTION 1.03.    Incorporation by Reference of Trust Indenture Act.................................28
SECTION 1.04.    Rules of Construction.............................................................28
SECTION 1.05.    Designated Senior Indebtedness....................................................29

                                   ARTICLE II

                                 The Securities

SECTION 2.01.    Amount of Securities; Issuable in Series..........................................29
SECTION 2.02.    Form and Dating...................................................................30
SECTION 2.03.    Execution and Authentication......................................................30
SECTION 2.04.    Registrar and Paying Agent........................................................31
SECTION 2.05.    Paying Agent to Hold Money in Trust...............................................32
SECTION 2.06.    Holder Lists......................................................................32
SECTION 2.07.    Transfer and Exchange.............................................................32
SECTION 2.08.    Replacement Securities............................................................33
SECTION 2.09.    Outstanding Securities............................................................34
SECTION 2.10.    Temporary Securities..............................................................34
SECTION 2.11.    Cancelation.......................................................................34
SECTION 2.12.    Defaulted Interest................................................................34
SECTION 2.13.    CUSIP and ISIN Numbers............................................................35

                                   ARTICLE III

                                   Redemption

SECTION 3.01.    Notices to Trustee................................................................35
SECTION 3.02.    Selection of Securities To Be Redeemed............................................35
SECTION 3.03.    Notice of Redemption..............................................................35
SECTION 3.04.    Effect of Notice of Redemption....................................................36
SECTION 3.05.    Deposit of Redemption Price.......................................................36
SECTION 3.06.    Securities Redeemed in Part.......................................................37
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                                                                              ii

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                                   ARTICLE IV

                                    Covenants

SECTION 4.01.    Payment of Securities.............................................................37
SECTION 4.02.    SEC Reports.......................................................................37
SECTION 4.03.    Limitation on Indebtedness........................................................38
SECTION 4.04.    Limitation on Restricted Payments.................................................41
SECTION 4.05.    Limitation on Restrictions on Distributions from Restricted Subsidiaries..........44
SECTION 4.06.    Limitation on Sales of Assets and Subsidiary Stock................................46
SECTION 4.07.    Limitation on Transactions with Affiliates........................................49
SECTION 4.08.    Change of Control.................................................................51
SECTION 4.09.    Compliance Certificate............................................................52
SECTION 4.10.    Further Instruments and Acts......................................................52
SECTION 4.11.    Future Note Guarantors and Liens..................................................53
SECTION 4.12.    Limitation on Lines of Business...................................................54
SECTION 4.13.    Limitation on Liens...............................................................54

                                    ARTICLE V

                                Successor Company

SECTION 5.01.    When Company May Merge or Transfer Assets.........................................55

                                   ARTICLE VI

                              Defaults and Remedies

SECTION 6.01.    Events of Default.................................................................56
SECTION 6.02.    Acceleration......................................................................58
SECTION 6.03.    Other Remedies....................................................................59
SECTION 6.04.    Waiver of Past Defaults...........................................................59
SECTION 6.05.    Control by Majority...............................................................59
SECTION 6.06.    Limitation on Suits...............................................................59
SECTION 6.07.    Rights of Holders to Receive Payment..............................................60
SECTION 6.08.    Collection Suit by Trustee........................................................60
SECTION 6.09.    Trustee May File Proofs of Claim..................................................60
SECTION 6.10.    Priorities........................................................................60
SECTION 6.11.    Undertaking for Costs.............................................................61
SECTION 6.12.    Waiver of Stay or Extension Laws..................................................61
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                                                                             iii

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                                   ARTICLE VII

                                     Trustee

SECTION 7.01.    Duties of Trustee.................................................................61
SECTION 7.02.    Rights of Trustee.................................................................62
SECTION 7.03.    Individual Rights of Trustee......................................................63
SECTION 7.04.    Trustee's Disclaimer..............................................................64
SECTION 7.05.    Notice of Defaults................................................................64
SECTION 7.06.    Reports by Trustee to Holders.....................................................64
SECTION 7.07.    Compensation and Indemnity........................................................64
SECTION 7.08.    Replacement of Trustee............................................................65
SECTION 7.09.    Successor Trustee by Merger.......................................................66
SECTION 7.10.    Eligibility; Disqualification.....................................................66
SECTION 7.11.    Preferential Collection of Claims Against the Company.............................67

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

SECTION 8.01.    Discharge of Liability on Securities; Defeasance..................................67
SECTION 8.02.    Conditions to Defeasance..........................................................68
SECTION 8.03.    Application of Trust Money........................................................69
SECTION 8.04.    Repayment to Company..............................................................69
SECTION 8.05.    Indemnity for Government Obligations..............................................70
SECTION 8.06.    Reinstatement.....................................................................70

                                   ARTICLE IX

                                   Amendments

SECTION 9.01.    Without Consent of Holders........................................................70
SECTION 9.02.    With Consent of Holders...........................................................71
SECTION 9.03.    Compliance with Trust Indenture Act...............................................72
SECTION 9.04.    Revocation and Effect of Consents and Waivers.....................................72
SECTION 9.05.    Notation on or Exchange of Securities.............................................73
SECTION 9.06.    Trustee to Sign Amendments........................................................73

                                    ARTICLE X

                             Collateral and Security

SECTION 10.01.   Security Documents................................................................73
SECTION 10.02.   Recording and Opinions............................................................74
SECTION 10.03.   Release of Collateral.............................................................75
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                                                                              iv

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SECTION 10.04.   Certificates of the Trustee.......................................................76
SECTION 10.05.   Authorization of Actions to Be Taken by the Trustee Under the Security Documents..76
SECTION 10.06.   Authorization of Receipt of Funds by the Trustee Under the Security Documents.....77
SECTION 10.07.   Termination of Security Interest..................................................77
SECTION 10.08.   Collateral Agent..................................................................77
SECTION 10.09.   Designations......................................................................78

                                   ARTICLE XI

                                 Note Guarantees

SECTION 11.01.   Note Guarantees...................................................................79
SECTION 11.02.   Limitation on Liability...........................................................81
SECTION 11.03.   Releases of Note Guarantees.......................................................81
SECTION 11.04.   Successors and Assigns............................................................82
SECTION 11.05.   No Waiver.........................................................................82
SECTION 11.06.   Modification......................................................................82
SECTION 11.07.   Execution of Supplemental Indenture for Future Note Guarantors....................82
SECTION 11.08.   Non-Impairment....................................................................82

                                   ARTICLE XII

                                  Miscellaneous

SECTION 12.01.   Trust Indenture Act Controls......................................................83
SECTION 12.02.   Notices...........................................................................83
SECTION 12.03.   Communication by Holders with Other Holders.......................................83
SECTION 12.04.   Certificate and Opinion as to Conditions Precedent................................84
SECTION 12.05.   Statements Required in Certificate or Opinion.....................................84
SECTION 12.06.   When Securities Disregarded.......................................................84
SECTION 12.07.   Rules by Trustee, Paying Agent and Registrar......................................85
SECTION 12.08.   Legal Holidays....................................................................85
SECTION 12.09.   GOVERNING LAW.....................................................................85
SECTION 12.10.   No Recourse Against Others........................................................85
SECTION 12.11.   Successors........................................................................85
SECTION 12.12.   Multiple Originals................................................................85
SECTION 12.13.   Table of Contents; Headings.......................................................85
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                                                                               v

Appendix A     -   Provisions Relating to Original Securities, Additional
                   Securities, Private Exchange Notes and Exchange Notes
Exhibit A      -   Form of Initial Security and Private Exchange Note
Exhibit B      -   Form of Exchange Note
Exhibit C      -   Form of Supplemental Indenture
Exhibit D      -   Form of Transferee Letter of Representation

<PAGE>


                    INDENTURE dated as of May 30, 2003, among PLIANT
               CORPORATION, a Utah corporation (the "Company"), PLIANT
               CORPORATION INTERNATIONAL, a Utah corporation, PLIANT FILM
               PRODUCTS OF MEXICO, INC., a Utah corporation, PLIANT SOLUTIONS
               CORPORATION, a Utah corporation, PLIANT PACKAGING OF CANADA, LLC,
               a Utah limited liability company, UNIPLAST HOLDINGS INC., a
               Delaware corporation, UNIPLAST U.S., INC., a Delaware
               corporation, PIERSON INDUSTRIES, INC., a Massachusetts
               corporation, TUREX, INC., a Rhode Island corporation, and
               UNIPLAST MIDWEST, INC., an Indiana corporation (collectively, the
               "Note Guarantors") and WILMINGTON TRUST COMPANY, a Delaware
               banking corporation, as trustee (the "Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of (a) the Company's 11 1/8%
Senior Secured Notes due 2009 issued on the date hereof (the "Original
Securities"), (b) any Additional Securities (as defined herein) that may be
issued on any Issue Date (all such Securities in clauses (a) and (b) being
referred to collectively as the "Initial Securities"), (c) if and when issued as
provided in the Registration Agreement (as defined in Appendix A hereto (the
"Appendix")), the Company's 11 1/8% Senior Secured Notes due 2009 issued in the
Registered Exchange Offer (as defined in the Appendix) in exchange for any
Initial Securities (the "Exchange Notes") and (d) if and when issued as provided
in the Registration Agreement, the Private Exchange Notes (as defined in the
Appendix; the Private Exchange Notes, together with the Initial Securities and
any Exchange Notes issued hereunder, the "Securities") issued in the Private
Exchange. On the date hereof, $250,000,000 in aggregate principal amount of
Original Securities will be initially issued. Subject to the conditions and in
compliance with the covenants set forth herein, the Company may issue an
unlimited aggregate principal amount of Additional Securities from time to time.

                                    ARTICLE I

                   Definitions and Incorporation by Reference

          SECTION 1.01. Definitions.

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

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                                                                               2

however, that any such Restricted Subsidiary described in clauses (b) or (c)
above is primarily engaged in a Permitted Business.

          "Additional Interest" means any additional interest or liquidated
damages payable under the Registration Agreement.

          "Additional Securities" means any 11 1/8% Senior Secured Notes due
2009, issued under the terms of this Indenture subsequent to the Closing Date
(other than the Exchange Notes or the Private Exchange Notes issued in exchange
for Original Securities).

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

          "Asset Disposition" means any sale, lease (other than an operating
lease entered into in the ordinary course of business), transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (a) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary), (b) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary or (c)
any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary (other
than, in the case of (a), (b) and (c) above, (i) a disposition by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Wholly Owned Subsidiary, (ii) for purposes of Section 4.06 only, the making of a
Permitted Investment or a disposition that constitutes a Restricted Payment
permitted by Section 4.04, (iii) sales of accounts receivable and related assets
(including contract rights) of the type specified in the definition of
"Qualified Securitization Transaction" to a Securitization Entity for the fair
market value thereof, (iv) a disposition of obsolete or worn out property or
equipment or property or equipment that is no longer used or useful in the
conduct of business of the Company and its Restricted Subsidiaries, (v) any
other disposition of assets with a fair market value, as conclusively determined
by senior management of the Company in good faith, of less than $1.0 million,
(vi) sales or grants of licenses to use the Company's or any Restricted
Subsidiary's patents, trade secrets, know-how and technology to the extent that
such

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                                                                               3

license does not prohibit the licensor from using the patent, trade secret,
know-how or technology or require the licensor to pay any fees for such use,
(vii) the disposition of all or substantially all of the assets of the Company
in compliance with Section 5.01 and (viii) the disposition of any Capital Stock
or other ownership interest in or assets or property of an Unrestricted
Subsidiary.

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

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

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

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

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

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

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

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

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                                                                               4

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

          (b) (i) any "person" (as such term is used in Sections 13(d) and 14(d)
     of the Exchange Act, including any group acting for the purpose of
     acquiring, holding or disposing of securities within the meaning of Rule
     13d-5(b)(1) under the Exchange Act), other than one or more Permitted
     Holders, is or becomes the beneficial owner (as defined in clause (a)
     above, except that for purposes of this clause (b) a person (including a
     Permitted Holder) shall be deemed to have "beneficial ownership" of all
     shares that any such person has the right to acquire, whether such right is
     exercisable immediately, only after the passage of time, upon the happening
     of any event or otherwise), directly or indirectly, of more than 50% of the
     total voting power of the Voting Stock of the Company and (ii) the
     Permitted Holders "beneficially own" (as defined in clause (a) above),
     directly or indirectly, in the aggregate a lesser percentage of the total
     voting power of the Voting Stock of the Company than such other person and
     do not have the right or ability by voting power, contract or otherwise to
     elect or designate for election a majority of the Board of Directors of the
     Company (for the purposes of this clause (b), such other person shall be
     deemed to beneficially own any Voting Stock of a specified entity held by a
     parent entity, if such other person is the beneficial owner (as defined in
     this clause (b)), directly or indirectly, of more than 50% of the voting
     power of the Voting Stock of such parent entity and the Permitted Holders
     "beneficially own" (as defined in clause (a) above), directly or
     indirectly, in the aggregate a lesser percentage of the voting power of the
     Voting Stock of such parent entity and do not have the right or ability by
     voting power, contract or otherwise to elect or designate for election a
     majority of the Board of Directors of such parent entity);

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

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                                                                               5

     previously so approved by the Board of Directors or in accordance with the
     Stockholders Agreement or otherwise by the Permitted Holders) cease for any
     reason to constitute a majority of the Board of Directors of the Company
     then in office;

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

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

          "Closing Date" means the date of this Indenture.

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

          "Collateral" means all property and assets of the Company or any Note
Guarantor with respect to which from time to time a Lien is granted as security
for the Securities (including any Additional Securities and any Exchange Notes).

          "Collateral Agent" means the Trustee in its capacity as the
"Collateral Agent" under and as defined in the Security Documents and any
successor thereto in such capacity.

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

          "Common Collateral Agent" means a bank or trust company authorized to
exercise corporate trust powers that has been appointed by the Company, and has
agreed, to act as collateral agent for the equal and ratable benefit of both the
holders of obligations secured by the Liens Securing Note Obligations and the
holders of all other obligations secured by Liens Securing Other Second-Lien
Obligations, in its capacity as such collateral agent.

          "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any

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                                                                               6

provision contained herein and required by the TIA, each other obligor on
the indenture securities.

          "Consolidated Coverage Ratio" as of any date of determination means
the ratio of (a) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters for which financial statements are
publicly available ending prior to the date of such determination to (b)
Consolidated Interest Expense for such four fiscal quarters; provided, however,
that (i) if the Company or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains outstanding on such
date of determination or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Incurrence of Indebtedness, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had
been Incurred on the first day of such period and the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the first
day of such period, (ii) if the Company or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid, repurchased,
defeased or otherwise discharged (in each case other than Indebtedness Incurred
under any revolving credit facility unless such Indebtedness has been
permanently repaid and has not been replaced) on the date of the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and
Consolidated Interest Expense for such period shall be calculated on a pro forma
basis as if such discharge had occurred on the first day of such period and as
if the Company or such Restricted Subsidiary has not earned the interest income
actually earned during such period in respect of cash or Temporary Cash
Investments used to repay, repurchase, defease or otherwise discharge such
Indebtedness, (iii) if since the beginning of such period the Company or any
Restricted Subsidiary shall have made any Asset Disposition in excess of $10.0
million which constitutes all or substantially all of an operating unit of a
business, the EBITDA for such period shall be reduced by an amount equal to the
EBITDA (if positive) directly attributable to the assets that are the subject of
such Asset Disposition for such period or increased by an amount equal to the
EBITDA (if negative) directly attributable thereto for such period and
Consolidated Interest Expense for such period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its continuing
Restricted Subsidiaries in connection with such Asset Disposition for such
period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale), (iv) if since the beginning of such period the Company or any
Restricted Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or
is merged with and into the Company) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction causing a
calculation to be made hereunder, which constitutes all or substantially all of
an operating unit of a business, EBITDA and Consolidated Interest

<PAGE>

                                                                               7

Expense for such period shall be calculated after giving pro forma effect
thereto (including the Incurrence of any Indebtedness) as if such Investment or
acquisition occurred on the first day of such period and (v) if since the
beginning of such period any Person (that subsequently became a Restricted
Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such period) shall have made any Asset Disposition or any
Investment or acquisition of assets that would have required an adjustment
pursuant to clause (iii) or (iv) above if made by the Company or a Restricted
Subsidiary during such period, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto as if such
Asset Disposition, Investment or acquisition of assets occurred on the first day
of such period. For purposes of this definition, whenever pro forma effect is to
be given to an Investment or acquisition of assets, the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible financial or
accounting Officer of the Company. Any such pro forma calculations may include
operating expense reductions for such period resulting from the acquisition
which is being given pro forma effect that (a) would be permitted pursuant to
Article 11 of Regulation S-X under the Securities Act or (b) have been realized
or for which the steps necessary for realization have been taken or are
reasonably expected to be taken within six months following any such
acquisition, including, but not limited to, the execution or termination of any
contracts, the termination of any personnel or the closing (or approval by the
Board of Directors of any closing) of any facility, as applicable, provided
that, such adjustments are set forth in an Officers' Certificate signed by the
Company's chief financial officer and another Officer which states (i) the
amount of such adjustment or adjustments, (ii) that such adjustment or
adjustments are based on the reasonable good faith beliefs of the officers
executing such Officers' Certificate at the time of such execution and (iii)
that any related Incurrence of Indebtedness is permitted pursuant to this
Indenture. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement or Currency Agreement applicable to such Indebtedness if such Interest
Rate Agreement or Currency Agreement has a remaining term as at the date of
determination in excess of 12 months).

          "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its Consolidated Restricted Subsidiaries
plus, to the extent Incurred by the Company and its Restricted Subsidiaries in
such period but not included in such interest expense, (a) interest expense
attributable to Capitalized Lease Obligations and the interest expense
attributable to operating leases constituting part of a Sale/Leaseback
Transaction, (b) amortization of debt discount and debt issuance costs, (c)
capitalized interest, (d) non-cash interest expense, (e) commissions, discounts
and other fees and charges attributable to letters of credit and bankers'
acceptance financing, (f) interest accruing on any Indebtedness of any other
Person to the extent such Indebtedness is Guaranteed by the Company or any
Restricted Subsidiary, (g) net costs associated with Hedging Obligations
(including amortization of fees), provided, however, that if Hedging Obligations
result in net benefits rather than costs, such benefits shall be credited in
determining Consolidated Interest Expense unless, pursuant to GAAP, such

<PAGE>

                                                                               8

net benefits are otherwise reflected in Consolidated Net Income, (h) dividends
and distributions declared in respect of all Disqualified Stock of the Company
and dividends and distributions declared and paid in respect of all Preferred
Stock of any of the Subsidiaries of the Company that is not a Note Guarantor, to
the extent held by Persons other than the Company or a Wholly Owned Subsidiary,
(i) interest Incurred in connection with investments in discontinued operations
and (j) the cash contributions to any employee stock ownership plan or similar
trust to the extent such contributions are used by such plan or trust to pay
interest or fees to any Person (other than the Company) in connection with
Indebtedness Incurred by such plan or trust. Notwithstanding anything to the
contrary contained herein, commissions, discounts, yield and other fees and
charges Incurred in connection with any transaction pursuant to which the
Company or any Subsidiary of the Company may sell, convey or otherwise transfer
or grant a security interest in any accounts receivable or related assets shall
be included in Consolidated Interest Expense.

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

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

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

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

<PAGE>

                                                                               9

     dividend, distribution, loan or advance made to another Restricted
     Subsidiary, to the limitation contained in this clause) and (ii) the
     Company's equity in a net loss of any such Restricted Subsidiary for such
     period shall be included in determining such Consolidated Net Income;

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

          (e) any extraordinary gain or loss; and

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

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

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

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at Rodney Square North, 1100 North Market
Street, Wilmington, DE 19890-0001, Attention: Corporate Trust Administration, or
such other address as the Trustee may designate from time to time by notice to
the Holders and the Issuer, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders and the Company).

          "Credit Agent" means Deutsche Bank Trust Company Americas, in its
capacity as administrative agent and collateral agent for the lenders party to
the Credit Agreement or any successor thereto, or any Person otherwise
designated the "Credit Agent" pursuant to the Intercreditor Agreement.

          "Credit Agreement" means the credit agreement dated as of September
30, 1997, as amended and restated as of May 31, 2000 (and further amended by
Amendments No. 1 through 6), among the Company, Aspen Industrial, S.A. de C.V.,
the financial institutions party thereto as lenders, Deutsche Bank Trust Company
Americas, as administrative agent and collateral agent, and JPMorgan Chase Bank,
as syndication

<PAGE>

                                                                              10

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

          "Credit Agreement Obligations" means (i) all Bank Indebtedness and all
other Indebtedness outstanding under one or more of any other First-Lien Credit
Facilities that constitutes Permitted Debt or is otherwise permitted pursuant to
Section 4.03 and that is designated by the Company as "Credit Agreement
Obligations" for purposes of this Indenture and is secured by a Permitted Lien
described in clause (a) of the definition thereof, (ii) all other obligations
(not constituting Indebtedness) of the Company or any Note Guarantor under the
Credit Agreement or any such other First-Lien Credit Facility and (iii) all
other obligations of the Company or any Note Guarantor in respect of Hedging
Obligations or obligations in respect of cash management services that are
designated by the Company to be "Credit Agreement Obligations" for purposes of
this Indenture. Notwithstanding anything to the contrary in the previous
sentence, any Indebtedness and other obligations Incurred under the Credit
Agreement or otherwise shall be deemed to constitute Credit Agreement
Obligations if the holders of such Indebtedness or other obligations or their
agent or representative shall have received a written representation from the
Company in, or in connection with, the Credit Agreement or other agreement
governing such Indebtedness or other obligations that such Indebtedness
constitutes, Credit Agreement Obligations (whether or not such Indebtedness is
at any time determined not to have been permitted to be Incurred under this
Indenture).

          "Credit Facilities" means one or more (i) debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities,
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to lenders or to special purpose
entities formed to borrow from lenders against such receivables) or letters of
credit, (ii) debt securities, indentures or other forms of debt financing
(including convertible or exchangeable debt instruments) or (iii) instruments or
agreements evidencing any other Indebtedness, in each case, as amended,
supplemented, modified, extended, renewed, restated or refunded in whole or in
part from time to time.

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

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

          "Discharge of Credit Agreement Obligations" means payment in full in
cash of the principal of and interest and premium, if any, on all Indebtedness
outstanding

<PAGE>

                                                                              11

under the First-Lien Credit Facilities or, with respect to Hedging Obligations
or letters of credit outstanding thereunder, delivery of cash collateral or
backstop letters of credit in respect thereof in compliance with such First-Lien
Credit Facility, in each case after or concurrently with termination of all
commitments to extend credit thereunder, and payment in full of any other Credit
Agreement Obligations that are due and payable or otherwise accrued and owing at
or prior to the time such principal, interest and premium, if any, are paid.

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

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

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

          "EBITDA" for any period means the Consolidated Net Income for such
period, excluding the following to the extent included in calculating such
Consolidated Net Income: (a) income tax expense of the Company and its
Consolidated Restricted Subsidiaries, (b) Consolidated Interest Expense, (c)
depreciation expense of the Company

<PAGE>

                                                                              12

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

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

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

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

          "Excluded Contribution" means net cash proceeds received by the
Company from (a) contributions to its common equity capital and (b) the sale
(other than to a Subsidiary of the Company or to any Company or Subsidiary
management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Capital Stock (other than Disqualified Stock) of
the Company, in each case designated as Excluded Contributions pursuant to an
Officers' Certificate executed on the date such capital contributions are made
or the date such Capital Stock is sold, as the case may be, which are excluded
from the calculation set forth in Section 4.04(a)(iv)(3).

          "Existing Credit Agreement Obligations" means any Obligations (as
defined in the Security Documents (as defined in the Credit Agreement)),
including any such Obligations in respect of the Credit Agreement.

          "Existing Management Stockholders" means each of Richard P. Durham,
Jack E. Knott, Scott K. Sorensen, Ronald G. Moffitt, Brian E. Johnson, Michael
D. Annes, Len Azzaro, Stanley B. Bikulege and Elise H. Scroggs.

<PAGE>

                                                                              13

          "First-Lien Credit Facilities" means (x) the Credit Facilities
provided pursuant to the Credit Agreement and (y) any other Credit Facility
that, in the case of both clauses (x) and (y), is secured by a Permitted Lien
described in clause (a) of the definition thereof and, except for the Credit
Facilities provided pursuant to the senior bank facilities existing on the
Closing Date, is designated by the Company as a "First-Lien Credit Facility" for
the purposes of this Indenture.

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

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

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

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

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

<PAGE>

                                                                              14

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

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

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

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

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

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

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

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

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

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

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

          (i) to the extent not otherwise included, the amount then outstanding
     (i.e., advanced, and received by, and available for use by, such Person)
     under any receivables financing (as set forth in the books and records of
     such Person and

<PAGE>

                                                                              15

     confirmed by the agent, trustee or other representative of the institution
     or group providing such receivables financing); and

          (j) all obligations of the type referred to in clauses (a) through (i)
     of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee.

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

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

          "Indenture Documents" means (a) this Indenture, the Securities and the
Security Documents and (b) any other related document or instrument executed and
delivered pursuant to any Indenture Document described in clause (a) of this
definition evidencing or governing Obligations.

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

          "Intercreditor Agreement" means (a) that certain intercreditor
agreement, dated as of the date of this Indenture, by and among the Company, the
Credit Agent and the Trustee, as amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time and
(b) after the termination of the Intercreditor Agreement referred to in clause
(a) above, any other intercreditor agreement, with terms no less favorable to
the Holders than the Intercreditor Agreement referred to in clause (a) above,
entered into by and among the Company, a Representative and the Trustee, as
amended (incuding any amendment and restatement thereof), supplemented or
otherwise modified from time to time.

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

          "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender) or other
extension of credit

<PAGE>

                                                                              16

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

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

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

          "Mortgaged Property" means, initially, the parcels of real property
located at the following locations: (i) 299 Clukey Drive, Harrington, Delaware;
(ii) 1330 Lebanon Road, Danville, Kentucky; (iii) 10 Greenfield Road, South
Deerfield, Massachusetts; (iv) 1 Edison Drive, McAlester, Oklahoma; (v) 851
Garrett Parkway, Lewisburg, Tennessee; (vi) 230 Enterprise Drive, Newport News,
Virginia; (vii) 8039 South 192nd Street, Kent, Washington; and (viii) 1701 First
Avenue, Chippewa Falls, Wisconsin, and includes each other parcel of real
property and the improvements thereto with respect to which a Mortgage is
granted pursuant to Section 4.11.

          "Mortgages" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations.

<PAGE>

                                                                              17

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

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

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

          "Note Guarantor" means any Person that has issued a Note Guarantee.

          "Obligations" means all obligations of the Company and the Note
Guarantors under this Indenture, the Securities and the other Indenture
Documents, including obligations to the Trustee and the Collateral Agent,
whether for payment of principal of, interest, including Additional Interest, if
any, on the Securities and all other monetary obligations of the Company and the
Note Guarantors under this Indenture, the Securities and the other Indenture
Documents, whether for fees, expenses, indemnification or otherwise.

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

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

<PAGE>

                                                                              18

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

          "Other Second-Lien Obligations" means (i) Indebtedness of the Company
and the Restricted Subsidiaries (other than the Securities and the Note
Guarantees) that is secured by a Permitted Lien described in clause (a) of the
definition thereof and that is equally and ratably secured with the Securities
and is designated by the Company as an Other Second-Lien Obligation and (ii) all
other obligations (not constituting Indebtedness) of the Company or any Note
Guarantor under the agreements governing the Indebtedness referred to in clause
(i).

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

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

          "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in: (a) the Company, a Restricted Subsidiary or a Person
that will, upon the making of such Investment, become a Restricted Subsidiary;
provided, however, that after giving effect to such Investment the Company is
still in compliance with Section 4.12; (b) another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, the Company or a
Restricted Subsidiary; provided, however, that after giving effect to such
Investment the Company is still in compliance with Section 4.12; (c) Temporary
Cash Investments; (d) receivables owing to the Company or any Restricted
Subsidiary if created or acquired in the ordinary course of business and payable
or dischargeable in accordance with customary trade terms; provided, however,
that such trade terms may include such concessionary trade terms as the Company
or any such Restricted Subsidiary deems reasonable under the circumstances; (e)
payroll, travel and similar advances or loans to cover matters that are expected
at the time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business; (f) loans or
advances to officers, directors, consultants or employees made (A) in the
ordinary course of business and not exceeding $3.0 million in any year or (B) to
fund purchases of stock under the Company's 2000 Stock Incentive Plan, the 2002
Stock Incentive Plan and any similar plans or employment arrangements; (g)
Capital Stock, obligations or other securities received in settlement of debts
created in the ordinary course of business and owing to the Company or any
Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of a
debtor; (h) any Person to the extent such Investment represents the non-cash
portion of the consideration received for an

<PAGE>

                                                                              19

Asset Disposition that was made pursuant to and in compliance with Section 4.06;
(i) any Investment by the Company or a Restricted Subsidiary in a Securitization
Entity or any Investment by a Securitization Entity in any other Person in
connection with a Qualified Securitization Transaction; provided that any
Investment in a Securitization Entity is in the form of a purchase money note or
an equity interest; (j) Hedging Obligations entered into in the ordinary course
of business; (k) endorsements of negotiable instruments and documents in the
ordinary course of business; (l) assets or securities of a Person acquired by
the Company or a Restricted Subsidiary to the extent the consideration for such
acquisition consists of Capital Stock (other than Disqualified Stock) of the
Company; (m) Investments in existence on the Closing Date; (n) Investments of a
Person or any of its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary of the Company or at the time such Person merges or
consolidates with the Company or any of its Restricted Subsidiaries, in either
case in compliance with this Indenture, provided that such Investments were not
made by such Person in connection with, or in anticipation or contemplation of,
such Person becoming a Restricted Subsidiary of the Company or such merger or
consolidation; (o) Investments in Unrestricted Subsidiaries or joint ventures
not to exceed $30.0 million since the Closing Date plus (A) the aggregate net
after-tax amount returned since the Closing Date to the Company or any
Restricted Subsidiary in cash on or with respect to any Investments made since
the Closing Date in Unrestricted Subsidiaries and joint ventures whether through
interest payments, principal payments, dividends or other distributions or
payments (including such dividends, distributions or payments made concurrently
with such Investment), (B) the net after-tax cash proceeds received since the
Closing Date by the Company or any Restricted Subsidiary from the disposition of
all or any portion of such Investments (other than to the Company or a
Subsidiary of the Company), and (C) upon redesignation since the Closing Date of
an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of
such Subsidiary, provided that any amounts included pursuant to the foregoing
clauses (A), (B) and (C) are excluded from the calculation set forth in clause
(a)(iv)(C) under Section 4.04; and (p) additional Investments since the Closing
Date in an aggregate amount not to exceed $15.0 million.

          "Permitted Liens" means: (a) Liens upon any property of the Company or
any Restricted Subsidiary securing any Indebtedness permitted to be incurred
under Section 4.03 and all other obligations of the Company or any Restricted
Subsidiary in respect of such Indebtedness not constituting Indebtedness; (b)
Liens securing the Securities (including any Additional Securities and any
Exchange Notes) and the Note Guarantees thereof; (c) Liens in favor of the
Company or any Restricted Subsidiary; (d) Liens on property of a Person existing
at the time such Person is merged with or into or consolidated with or acquired
by the Company or any Restricted Subsidiary; (e) Liens on property existing at
the time of acquisition of the property by the Company or any Restricted
Subsidiary; (f) Liens to secure Indebtedness (including Capitalized Lease
Obligations) permitted by Section 4.03(b)(vi) covering only the property,
equipment or other assets acquired with such Indebtedness or additions or
improvements to such assets; (g) Liens for taxes, assessments or governmental
charges or claims that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted and diligently
concluded; provided that any reserve or other appropriate provision as is
required in conformity with GAAP has been made therefor; (h) Liens

<PAGE>

                                                                              20

incurred in the ordinary course of business, including, without limitation,
judgment and attachment liens of the Company or any Restricted Subsidiary of the
Company with respect to obligations that do not exceed in the aggregate $25.0
million at any one time outstanding and that are not incurred in connection with
the borrowing of money or the obtaining of advances of credit (other than trade
credit in the ordinary course of business, not evidenced by a note and not past
due); (i) Liens in favor of the Trustee, the trustee under the Senior
Subordinated Notes Indentures, the warrant agent under the warrant agreement
dated as of May 31, 2000 entered into by the Company and any other trustee or
warrant agent acting in such capacity with respect to one or more future
indentures or agreements so long as the related Indebtedness is permitted to be
Incurred under Section 4.03; (j) Liens incurred in connection with Refinancing
Indebtedness, but only if such Liens extend to no more assets than the Liens
securing the Indebtedness being refinanced; (k) Liens securing Hedging
Obligations; (l) statutory Liens of landlords and carriers', warehousemen's,
mechanics', suppliers', materialmen's, repairmen's, or other like Liens
(including contractual landlords liens) arising in the ordinary course of
business and with respect to amounts not yet delinquent by more than 60 days or
being contested in good faith by appropriate proceedings, if a reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor; (m) Liens incurred and deposits made in the
ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security; (n) Liens to secure
Indebtedness of any Foreign Subsidiary; (o) licenses, sublicenses, subleases,
easements, zoning restrictions, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the business of the Company or any of
its Restricted Subsidiaries; (p) Liens on specific items of inventory or other
goods and proceeds thereof 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; (q) Liens securing reimbursement obligations with respect to commercial
letters of credit which encumber documents and the property relating to such
letters of credit and products and proceeds thereof; (r) any interest or title
of a lessor in the property subject to any lease or arising from filing Uniform
Commercial Code financing statements regarding leases; (s) judgment liens in
respect of judgments that do not constitute an Event of Default; (t) Liens
existing on the Closing Date; (u) Liens incurred or deposits made to secure the
performance of bids, trade contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature, in each
case in the ordinary course of business; (v) ground leases in respect of real
property on which facilities owned or leased by the Company or any of its
Restricted Subsidiaries are located; (w) 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; (x) leases or subleases granted to
other Persons and not interfering in any material respect with the business of
the Company and its Restricted Subsidiaries, taken as a whole; (y) Liens in
connection with a Qualified Securitization Transaction incurred in compliance
with Section 4.03(b)(ix); (z) Liens arising solely by virtue of any statutory or
common law provision relating to banker's liens, rights of setoff or similar
rights; and (aa) Liens securing insurance premium financing arrangements which
are otherwise excluded from the definition of Indebtedness.

<PAGE>

                                                                              21

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

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

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

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

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

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

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

          "Refinancing Indebtedness" means Indebtedness that is Incurred to
Refinance any Indebtedness of the Company or any Restricted Subsidiary existing
on the Closing Date or Incurred in compliance with this Indenture (including
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Refinancing Indebtedness); provided, however, that: (a) the Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being Refinanced, (b) the

<PAGE>

                                                                              22

Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being refinanced, (c) such Refinancing Indebtedness is Incurred
in an aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) (whether in U.S. dollars or a foreign currency) that is
equal to or less than the aggregate principal amount (or if issued with original
issue discount, the aggregate accreted value) (in U.S. dollars or such foreign
currency, as applicable) then outstanding (plus, without duplication, accrued
interest, premium and defeasance costs required to be paid under the terms of
the Indebtedness being Refinanced and the fees, expenses, discounts, commissions
and other issuance costs incurred in connection with the Refinancing
Indebtedness) of the Indebtedness being Refinanced, and (d) if the Indebtedness
being Refinanced is subordinated in right of payment to the Securities or a Note
Guarantee of a Note Guarantor, such Refinancing Indebtedness is subordinated in
right of payment to the Securities or the Note Guarantee at least to the same
extent as the Indebtedness being Refinanced; provided further, however, that
Refinancing Indebtedness shall not include: (i) Indebtedness of a Restricted
Subsidiary that is not a Note Guarantor that Refinances Indebtedness of the
Company or (ii) Indebtedness of the Company or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.

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

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

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

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

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

          "SEC" means the Securities and Exchange Commission.

<PAGE>

                                                                              23

          "Second Priority Pledge Agreement" means the Second Priority Pledge
Agreement dated as of May 30, 2003, among the Company, the Pledgors (as defined
therein) and the Collateral Agent, as such agreement may be amended, modified,
supplemented or restated from time to time.

          "Second Priority Security Agreement" means the Second Priority
Security Agreement dated as of May 30, 2003, among the Company, the Grantors (as
defined therein) and the Collateral Agent, as such agreement may be amended,
modified, supplemented or restated from time to time.

          "Securities" means the Securities issued under this Indenture.

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

          "Security Documents" means the Second Priority Pledge Agreement, the
Second Priority Security Agreement, the Mortgages and any other document or
instrument pursuant to which a Lien is granted by the Company or any Note
Guarantor to secure any Obligations or under which rights or remedies with
respect to such Lien are governed, as such agreements may be amended, modified,
supplemented or restated from time to time.

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

<PAGE>

                                                                              24

          "Senior Indebtedness" of the Company or any Note Guarantor, as the
case may be, means the principal of, premium (if any) and accrued and unpaid
interest on (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization of the Company or any Note Guarantor, as
applicable, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings), and fees and other amounts owing in respect of,
Bank Indebtedness, the Securities (in the case of the Company), the Note
Guarantees (in the case of the Note Guarantors) and all other Indebtedness of
the Company or any Note Guarantor, as applicable, whether outstanding on the
Closing Date or thereafter Incurred, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such obligations are subordinated in right of payment to the Securities or
such Note Guarantor's Note Guarantee.

          "Senior Subordinated Notes" of the Company means the $220,000,000
aggregate principal amount of the Company's 13% senior subordinated notes due
2010 issued by the Company on May 31, 2000 and the $100,000,000 aggregate
principal amount of the Company's 13% senior subordinated notes due 2010 issued
by the Company on April 10, 2002, in each case together with the exchange notes
issued in respect thereof.

          "Senior Subordinated Notes Indentures" means the indentures dated as
of May 31, 2000, and April 10, 2002, among the Company, the subsidiary
guarantors party thereto and The Bank of New York, as trustee, under which the
Company's Senior Subordinated Notes were issued, each as amended, modified or
supplemented from time to time.

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

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

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

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

<PAGE>

                                                                              25

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

          "Subsidiary" of any Person means any corporation, association,
partnership, limited liability company or other business entity of which more
than 50% of the total voting power of shares of Capital Stock or other interests
(including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, representatives, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by (a) such Person, (b) such Person and one or more Subsidiaries of such Person
or (c) one or more Subsidiaries of such Person.

          "Tangible Assets" means Total Assets less Intangible Assets.

          "Temporary Cash Investments" means any of the following: (a) any
investment in direct obligations of the United States of America or any agency
or instrumentality thereof or obligations Guaranteed or insured by the United
States of America or any agency or instrumentality thereof, (b) investments in
checking accounts, savings accounts, time deposit accounts, certificates of
deposit, bankers' acceptances and money market deposits maturing within 360 days
of the date of acquisition thereof issued by a bank or trust company that is
organized under the laws of the United States of America, any state thereof or
any foreign country recognized by the United States of America having capital,
surplus and undivided profits aggregating in excess of $250,000,000 (or the
foreign currency equivalent thereof) and whose long-term debt is rated "A" (or
such similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act), (c) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (a) above entered into
with a bank meeting the qualifications described in clause (b) above, (d)
investments in commercial paper, maturing not more than 270 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the
time as of which any investment therein is made of "P-1" (or higher) according
to Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard
and Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc.
("S&P"), (e) investments in securities with maturities of six months or less
from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least "A" by S&P or "A" by
Moody's Investors Service, Inc. and (f) investments in money market funds that
invest substantially all of their assets in securities of the types described in
clauses (a) through (e) above.

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

<PAGE>

                                                                              26

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

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

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

          "Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

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

          "Unrestricted Subsidiary" means (a) Pliant Investment, Inc. and any
Subsidiary of the Company that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors in the manner provided
below and (b) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary of the Company) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock in or Indebtedness of, or owns or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that either (i) the
Subsidiary to be so designated at the time of designation has total Consolidated
assets of $1,000 or less or (ii) if such Subsidiary has Consolidated assets
greater than $1,000, then such designation would be permitted under Section
4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (a) the Company could Incur $1.00 of additional Indebtedness
under Section 4.03(a) and (b) no Default shall have occurred and be continuing.
Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted
Subsidiary by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

          "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally

<PAGE>

                                                                              27

entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

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

          SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                            Defined in
Term                                                                         Section
----                                                                        -----------
<S>                                                                          <C>
"Affiliate Transaction"....................................................  4.07(a)
"Appendix".................................................................  Preamble
"Bankruptcy Law"...........................................................  6.01
"Change of Control Offer"..................................................  4.08(b)
"covenant defeasance option"...............................................  8.01(b)
"Custodian"................................................................  6.01
"Definitive Securities"....................................................  Appendix A
"Event of Default".........................................................  6.01
"Global Securities"........................................................  Appendix A
"Guaranteed Obligations"...................................................  11.01
"incorporated provision"...................................................  12.01
"Initial Securities".......................................................  Preamble
"Issue Date"...............................................................  Appendix A
"legal defeasance option"..................................................  8.01(b)
"Legal Holiday"............................................................  12.08
"Liens Securing Note Obligations"..........................................  10.08(d)
"Liens Securing Other Second-Lien Obligations".............................  10.08(d)
"Notice of Default"........................................................  6.01
"Offer"....................................................................  4.06(b)
"Offer Amount".............................................................  4.06(c)(ii)
"Offer Period".............................................................  4.06(c)(ii)
"Original Securities"......................................................  Preamble
"Paying Agent".............................................................  2.04
"Permitted Debt"...........................................................  4.03(b)
"Private Exchange".........................................................  Appendix A
"Private Exchange Notes"...................................................  Appendix A
"protected purchaser"......................................................  2.08
"Purchase Date"............................................................  4.06(c)(i)
"Registration Agreement"...................................................  Appendix A
"Registered Exchange Offer"................................................  Appendix A
"Registrar"................................................................  2.04
"Restricted Payment".......................................................  4.04(a)
"Securities Custodian".....................................................  Appendix A
"Successor Company"........................................................  5.01(a)
</TABLE>

<PAGE>

                                                                              28

<TABLE>
<CAPTION>
                                                                            Defined in
Term                                                                         Section
----                                                                        -----------
<S>                                                                          <C>
"Transfer Restricted Securities"...........................................  Appendix A
</TABLE>

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

          "Commission" means the SEC.

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

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

          (c) "or" is not exclusive;

          (d) "including" means including without limitation;

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

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

          (g) the principal amount of any noninterest bearing or other discount
     security at any date shall be the principal amount thereof that would be
     shown on

<PAGE>

                                                                              29

     a balance sheet of the issuer dated such date prepared in accordance with
     GAAP; and

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

          SECTION 1.05. Designated Senior Indebtedness. For purposes of the
Senior Subordinated Notes Indentures, the Securities and the Note Guarantees
shall constitute Designated Senior Indebtedness (as such term is defined in the
Senior Subordinated Notes Indentures) of the Company and the Note Guarantors, as
the case may be.

                                   ARTICLE II

                                 The Securities

          SECTION 2.01. Amount of Securities; Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.
All Securities of any one series shall be substantially identical except as to
denomination.

          With respect to any Additional Securities issued after the Closing
Date (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 2.07, 2.08, 2.09, 2.10 or 3.06 or the Appendix), there shall be (a)
established in or pursuant to a resolution of the Board of Directors and (b) set
forth or determined in the manner provided in an Officers' Certificate prior to
the issuance of such Additional Securities:

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

          (2) the aggregate principal amount of such Additional Securities which
may be authenticated and delivered under this Indenture, which may be in an
unlimited aggregate principal amount;

          (3) the issue price and issuance date of such Additional Securities,
including the date from which interest on such Additional Securities shall
accrue; provided, however, that Additional Securities may be issued only if they
are fungible with the other Securities issued under this Indenture for U.S.
federal income tax purposes;

          (4) if applicable, that such Additional Securities shall be issuable
in whole or in part in the form of one or more Global Notes and, in such case,
the respective

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                                                                              30

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 hereto and any circumstances in addition to or in lieu of those set
forth in Section 2.3 of the Appendix in which any such Global Note may be
exchanged in whole or in part for Additional Securities registered, or any
transfer of such Global Note in whole or in part may be registered, in the name
or names of Persons other than the depositary for such Global Note or a nominee
thereof; and

          (5) if applicable, that such Additional Securities shall not be issued
in the form of Original Securities as set forth in Exhibit A, but shall be
issued in the form of Exchange Notes as set forth in Exhibit B.

          If any of the terms of any Additional Securities 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 Company 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 Securities.

          SECTION 2.02. Form and Dating. Provisions relating to the Original
Securities, the Additional Securities, the Private Exchange Notes and the
Exchange Notes are set forth in the Appendix, which is hereby incorporated in
and expressly made a part of this Indenture. The (a) Original Securities and the
Trustee's certificate of authentication, (b) Private Exchange Notes and the
Trustee's certificate of authentication and (c) Additional Securities (if issued
as Transfer Restricted Securities), if any, and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Notes and the Additional Securities issued other than as Transfer
Restricted Securities, if any, 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 Securities may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company or any Note Guarantor is subject, if any, or
usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). Each Security shall be dated the date of its
authentication. The Securities shall be issuable only in registered form without
interest coupons and only in denominations of $1,000 and integral multiples
thereof.

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

          SECTION 2.03. Execution and Authentication. Two Officers shall sign
the Securities for the Company by manual or facsimile signature.

<PAGE>

                                                                              31

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

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

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

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Any such appointment shall be
evidenced by an instrument signed by a Trust Officer, a copy of which shall be
furnished to the Company. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

          SECTION 2.04. Registrar and Paying Agent. (a) The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent, and the
term "Registrar" includes any co-registrars. The Company initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Securities and
(ii) the Securities Custodian with respect to the Global Securities.

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

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

<PAGE>

                                                                              32

The Registrar or Paying Agent may resign at any time upon written notice to the
Company and the Trustee.

          SECTION 2.05. Paying Agent to Hold Money in Trust. Prior to each due
date of the principal of and interest, including Additional Interest, if any, on
any Security, the Company shall deposit with the Paying Agent (or if the Company
or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in
trust for the benefit of the Persons entitled thereto) a sum sufficient to pay
such principal, interest, including Additional Interest, if any, when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of and interest, including Additional Interest, if any, on
the Securities, and shall notify the Trustee of any default by the Company in
making any such payment. If the Company or a Subsidiary of the Company acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.

          SECTION 2.06. 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 Company
shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at
least five Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Holders.

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

          Prior to the due presentation for registration of transfer of any
Security, the Company, the Note Guarantors, the Trustee, the Paying Agent, and
the Registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of

<PAGE>

                                                                              33

such Security for the purpose of receiving payment of principal of and (subject
to paragraph 2 of the Securities) interest, if any, on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and none of
the Company, any Note Guarantor, the Trustee, the Paying Agent, or the Registrar
shall be affected by notice to the contrary.

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

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

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

          SECTION 2.08. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a)
satisfies the Company or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking and the Registrar does
not register a transfer prior to receiving such notification, (b) makes such
request to the Company or the Trustee prior to the Security being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (c) satisfies any other reasonable requirements of
the Trustee. If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss that
any of them may suffer if a Security is replaced. The Company and the Trustee
may charge the Holder for their expenses in replacing a Security. In the event
any such mutilated, lost, destroyed or wrongfully taken Security has become or
is about to become due and payable, the Company in its discretion may pay such
Security instead of issuing a new Security in replacement thereof.

          Every replacement Security is an additional obligation of the Company.

<PAGE>

                                                                              34

          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
Securities.

          SECTION 2.09. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancelation and those described in this Section
as not outstanding. Subject to Section 12.06, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

          If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a protected purchaser.

          If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all principal, interest, including Additional Interest, if any, payable on that
date with respect to the Securities (or portions thereof) to be redeemed or
maturing, as the case may be, then on and after that date such Securities (or
portions thereof) cease to be outstanding and interest on them ceases to accrue.

          SECTION 2.10. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive
Securities and deliver them in exchange for temporary Securities upon surrender
of such temporary Securities at the office or agency of the Company, without
charge to the Holder.

          SECTION 2.11. Cancelation. The Company at any time may deliver
Securities to the Trustee for cancelation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and shall dispose of canceled Securities in accordance with its
customary procedures or deliver canceled Securities to the Company pursuant to
written direction by an Officer. The Company may not issue new Securities to
replace Securities it has redeemed, paid or delivered to the Trustee for
cancelation. The Trustee shall not authenticate Securities in place of canceled
Securities other than pursuant to the terms of this Indenture.

          SECTION 2.12. Defaulted Interest. If the Company defaults in a payment
of interest on the Securities, the Company shall pay the defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record

<PAGE>

                                                                              35

date and payment date to the reasonable satisfaction of the Trustee and shall
promptly mail or cause to be mailed to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.

          SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing the
Securities may use "CUSIP" and "ISIN" numbers (if then generally in use) and, if
so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as
a convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP number.

                                   ARTICLE III

                                   Redemption

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

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

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

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

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

<PAGE>

                                                                              36

          (i) the redemption date;

          (ii) the redemption price and the amount of accrued interest,
     including Additional Interest, if any, to the redemption date;

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

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

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

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

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

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

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

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

          SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m., New
York City time, on the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued interest, including Additional Interest, if any, on all
Securities or portions thereof to be redeemed on that date other than Securities
or portions of Securities called for redemption that have been delivered by the
Company to the Trustee for cancelation.

<PAGE>

                                                                              37

Concurrently with such deposit, the Company shall deliver an Officers'
Certificate and an Opinion of Counsel to the effect that the redemption complies
with the conditions contained in this Indenture. On and after the redemption
date, interest, including Additional Interest, if any, shall cease to accrue on
Securities or portions thereof called for redemption so long as the Company has
deposited with the Paying Agent funds sufficient to pay the principal of, plus
accrued and unpaid interest, including Additional Interest, if any, on, the
Securities to be redeemed, unless the Paying Agent is prohibited from making
such payment pursuant to the terms of this Indenture.

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

                                   ARTICLE IV

                                    Covenants

          SECTION 4.01. Payment of Securities. The Company shall promptly pay
the principal of and interest, including Additional Interest, if any, on the
Securities on the dates and in the manner provided in the Securities and in this
Indenture. Principal, interest, including Additional Interest, if any, shall be
considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal
and interest then due and the Trustee or the Paying Agent, as the case may be,
is not prohibited from paying such money to the Holders on that date pursuant to
the terms of this Indenture.

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

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

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from

<PAGE>

                                                                              38

information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

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

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

          (i) Indebtedness Incurred pursuant to the Credit Agreement in an
     aggregate principal amount not to exceed $320.0 million at any one time
     outstanding less the aggregate amount of (1) all repayments of principal of
     such Indebtedness pursuant to Section 4.06 and (2) the aggregate principal
     amount of Indebtedness Incurred and at such time outstanding pursuant to
     Section 4.03(b)(ix).

          (ii) Indebtedness of the Company owed to and held by any Restricted
     Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by
     the Company or any Restricted Subsidiary; provided, however, that (1) any
     subsequent issuance or transfer of any Capital Stock or any other event
     that results in any such Restricted Subsidiary ceasing to be a Restricted
     Subsidiary or any subsequent transfer of any such Indebtedness (except to
     the Company or a Restricted Subsidiary) shall be deemed, in each case, to
     constitute the Incurrence of such Indebtedness by the issuer thereof, (2)
     if the Company is the obligor on such Indebtedness, such Indebtedness is
     expressly subordinated to the prior payment in full in cash of all
     obligations with respect to the Securities, (3) if a Restricted Subsidiary
     is the obligor on such Indebtedness, such Indebtedness is made pursuant to
     an intercompany note and (4) if a Note Guarantor is the obligor on such
     Indebtedness and the Company is not the obligee, such Indebtedness is
     subordinated in right of payment to the Note Guarantee of such Note
     Guarantor;

          (iii) Indebtedness (1) represented by the Securities, (not including
     any Additional Securities), the Exchange Notes and any replacement
     Securities issued pursuant to this Indenture, (2) outstanding on the
     Closing Date (other than the Indebtedness described in clauses (i) and (ii)
     above) including, without limitation, the Senior Subordinated Notes, (3)
     consisting of Refinancing Indebtedness Incurred in respect of any
     Indebtedness described in this clause (iii) (including Refinancing
     Indebtedness) or Section 4.03(a) and (4) consisting of Guarantees of any
     Indebtedness otherwise permitted by the terms of this Indenture;

          (iv) (1) Indebtedness of a Restricted Subsidiary Incurred and
     outstanding on or prior to the date on which such Restricted Subsidiary was
     acquired by the Company (other than Indebtedness Incurred as consideration
     in, or to provide all

<PAGE>

                                                                              39

     or any portion of the funds or credit support utilized to consummate, the
     transaction or series of related transactions pursuant to which such
     Restricted Subsidiary became a Subsidiary of or was otherwise acquired by
     the Company) and (2) Refinancing Indebtedness Incurred by a Restricted
     Subsidiary in respect of Indebtedness Incurred by such Restricted
     Subsidiary pursuant to this clause (iv);

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

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

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

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

<PAGE>

                                                                              40

     actually received by the Company and its Restricted Subsidiaries in
     connection with such disposition;

          (ix) the Incurrence by a Securitization Entity of Indebtedness in a
     Qualified Securitization Transaction that is not recourse to the Company or
     any Restricted Subsidiary of the Company (except for Standard
     Securitization Undertakings) in an aggregate principal amount, together
     with the aggregate principal amount of Indebtedness Incurred pursuant to
     Section 4.03(b)(i), not to exceed $320.0 million at any one time
     outstanding, less the aggregate amount of all repayments of principal of
     Indebtedness Incurred pursuant to Section 4.03(b)(i) pursuant to Section
     4.06;

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

          (xi) Indebtedness under any Domestic Overdraft Facility; or

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

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

<PAGE>

                                                                              41

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

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

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

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

          (3) the aggregate amount of such Restricted Payment and all other
     Restricted Payments (the amount so expended, if other than in cash, to be

<PAGE>

                                                                              42

     determined in good faith by the Board of Directors, whose determination
     shall be conclusive and evidenced by a resolution of the Board of
     Directors) declared or made subsequent to the Closing Date would exceed the
     sum, without duplication, of:

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

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

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

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

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

<PAGE>

                                                                              43

          its Restricted Subsidiaries) and from repayments of loans or advances
          which constituted Restricted Investments;

               (vi) the amount equal to the net reduction in Investments in
          Unrestricted Subsidiaries since the Closing Date, resulting from (x)
          payments of dividends, repayments of the principal of loans or
          advances or other transfers of assets to the Company or any Restricted
          Subsidiary from Unrestricted Subsidiaries or (y) the redesignation of
          Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each
          case as provided in the definition of "Investment") not to exceed, in
          the case of any Unrestricted Subsidiary, the amount of Investments
          previously made by the Company or any Restricted Subsidiary in such
          Unrestricted Subsidiary, which amount was included in the calculation
          of the amount of Restricted Payments; and

               (vii) $5.0 million.

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

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

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

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

<PAGE>

                                                                              44

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

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

          (vi) any repurchase of Capital Stock owned by former officers,
     directors, consultants or employees of the Company or its Subsidiaries or
     their assigns, estates and heirs or entities controlled by them; provided,
     however, that the amount of such repurchases since the Closing Date shall
     not, in the aggregate, exceed the sum of (1) $10.0 million (which amount
     shall be increased by the amount of any Net Cash Proceeds to the Company
     from (A) sales of Capital Stock of the Company to management, other
     employees or Permitted Holders subsequent to the Closing Date to the extent
     such amounts are not included under Section 4.04(a)(iv)(3)(ii) and (B) any
     "key-man" life insurance policies which are used to make such repurchases)
     and (2) $2.0 million per fiscal year of the Company commencing with fiscal
     year 2003 (which amount may be used in a subsequent fiscal year to the
     extent not used during a fiscal year); provided further, however, that the
     cancelation of Indebtedness owing to the Company from such former officers,
     directors, consultants or employees of the Company or any of its Restricted
     Subsidiaries in connection with a repurchase of Capital Stock of the
     Company shall not be deemed to constitute a Restricted Payment under this
     Indenture; provided further, however, that such repurchase shall be
     included in the calculation of the amount of Restricted Payments;

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

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

          SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to

<PAGE>

                                                                              45

(a) pay dividends or make any other distributions on its Capital Stock or pay
any Indebtedness or other obligations owed to the Company or any of its
Restricted Subsidiaries (it being understood that the priority of any preferred
stock in receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on common stock shall not be deemed a
restriction on the ability to make distributions on Capital Stock), (b) make any
loans or advances to the Company (it being understood that the subordination of
loans or advances made to the Company to other Indebtedness Incurred by the
Company shall not be deemed a restriction on the ability to make loans or
advances) or (c) transfer any of its property or assets to the Company or any of
its Restricted Subsidiaries, except:

          (i) any encumbrance or restriction pursuant to applicable law or any
     applicable rule, regulation or order, or an agreement in effect at or
     entered into on the Closing Date (including the Credit Agreement, this
     Indenture, the Security Documents (whether or not they become effective on
     or after the Closing Date) and the Senior Subordinated Notes Indentures);

          (ii) any encumbrance or restriction pursuant to a security agreement,
     pledge agreement or other document in connection with any Credit Agreement
     Obligation Incurred after the Closing Date;

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

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

          (v) in the case of clause (c), any encumbrance or restriction (1) that
     restricts in a customary manner the assignment of any lease, license or
     similar contract or the subletting, assignment or transfer of any property
     or asset that is subject to a lease, license or similar contract, (2) that
     is or was created by virtue of any transfer of, agreement to transfer or
     option or right with respect to any property or assets of the Company or
     any Restricted Subsidiary not otherwise prohibited by this Indenture, (3)
     contained in security agreements securing

<PAGE>

                                                                              46

     Indebtedness of a Restricted Subsidiary to the extent such encumbrance or
     restriction restricts the transfer of the property subject to such security
     agreements, or (4) encumbrances or restrictions relating to Indebtedness
     permitted to be Incurred pursuant to Section 4.03(b)(vi) for property
     acquired in the ordinary course of business that only imposes encumbrances
     or restrictions on the property so acquired (it being agreed that any such
     encumbrance or restriction may also secure other Indebtedness permitted to
     be Incurred by the Company and provided by the same financing source
     providing the Indebtedness Incurred pursuant to Section 4.03(b)(vi));

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

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

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

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

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

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

          (1) first, (i) to the extent the Company elects (or is required by the
     terms of any Indebtedness), to prepay, repay, redeem or purchase any Credit
     Agreement Obligations or any Indebtedness Incurred by a Subsidiary of the
     Company that is

<PAGE>

                                                                              47

     not a Note Guarantor, or (ii) to the extent the Company or such Restricted
     Subsidiary elects, to reinvest in Additional Assets (including by means of
     an Investment in Additional Assets by a Restricted Subsidiary with Net
     Available Cash received by the Company or another Restricted Subsidiary or
     the application by the Company of the Net Available Cash received by a
     Restricted Subsidiary of the Company), in each case within 365 days (or, in
     the case of Foreign Subsidiary Asset Dispositions, 545 days) from the later
     of such Asset Disposition or the receipt of such Net Available Cash,
     provided that pending the final application of any such Net Available Cash,
     the Company and its Restricted Subsidiaries may temporarily reduce
     Indebtedness or otherwise invest such Net Available Cash in any manner not
     prohibited by this Indenture;

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

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

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

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

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

<PAGE>

                                                                              48

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

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

          (ii) Not later than the date upon which written notice of an Offer is
delivered to the Trustee as provided above, the Company shall deliver to the
Trustee an Officers' Certificate as to (1) the amount of the Offer (the "Offer
Amount"), (2) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (3) the compliance
of such allocation with the provisions of

<PAGE>

                                                                              49

Section 4.06(a). By no later than 11:00 a.m. New York City time on the Purchase
Date, the Company shall irrevocably deposit with the Trustee or with a paying
agent (or, if the Company is acting as its own paying agent, segregate and hold
in trust) an amount equal to the Offer Amount or, if less, the purchase price of
Securities (and other Senior Indebtedness) tendered and accepted for payment in
the Offer. Upon the expiration of the period for which the Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for cancelation
the Securities or portions thereof that have been properly tendered to and are
to be accepted by the Company. The Trustee (or the Paying Agent, if not the
Trustee) shall, on the date of purchase, mail or deliver payment to each
tendering Holder in the amount of the purchase price.

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

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

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

          SECTION 4.07. Limitation on Transactions with Affiliates. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, enter into or conduct any transaction (including, the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any Affiliate of the

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                                                                              50

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

          (b) The provisions of Section 4.07(a) shall not prohibit (i) any
Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any
issuance of securities, or other payments awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, options to
purchase Capital Stock of the Company and equity ownership, restricted stock
plans, long-term incentive plans, stock appreciation rights plans, participation
plans or similar employee benefits plans approved by the Board of Directors,
(iii) the grant of options (and the exercise thereof) to purchase Capital Stock
of the Company or similar rights to employees and directors of the Company
pursuant to plans approved by the Board of Directors, (iv) loans or advances to
officers, directors or employees in the ordinary course of business, but in any
event not to exceed $2.0 million in the aggregate outstanding at any one time
with respect to all loans and advances made since the Closing Date, (v) the
payment of reasonable fees to directors of the Company and its Subsidiaries who
are not employees of the Company or its Subsidiaries and other reasonable fees,
compensation, benefits and indemnities paid or entered into by the Company or
its Restricted Subsidiaries in the ordinary course of business to or with the
officers, directors or employees of the Company and its Restricted Subsidiaries,
(vi) any transaction between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries, (vii) the provision by Persons who may be deemed
Affiliates or stockholders of the Company (other than J.P. Morgan Partners, LLC
and Persons directly or indirectly controlled by J.P. Morgan Partners, LLC) of
investment banking, commercial banking, trust, lending or financing, investment,
underwriting, placement agent, financial advisory or similar services to the
Company or its Subsidiaries performed after the Closing Date, (viii) sales of
Capital Stock to Permitted Holders approved by a majority of the members of the
Board of Directors who do not have a material direct or indirect financial
interest in or with respect to the transaction being considered, or (ix) the
existence or performance by the Company or any Restricted Subsidiary under any
agreement as in effect as of the Closing Date or replacement agreement therefor
or any transaction contemplated thereby (including pursuant to any amendment
thereto or replacement agreement therefor) so long as such amendment or
replacement is not more disadvantageous to the Holders of the Securities in any
material respect than the original agreement as in effect on the Closing Date.

<PAGE>

                                                                              51

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

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

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

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

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

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

          (c) Holders electing to have a Security purchased shall be required to
surrender the Security, with an appropriate form duly completed, to the Company
at the address specified in the notice at least three Business Days prior to the
purchase date. Holders shall be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
purchase date a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount

<PAGE>

                                                                              52

of the Security which was delivered for purchase by the Holder and a statement
that such Holder is withdrawing his election to have such Security purchased.
Holders whose Securities are purchased only in part shall be issued new
Securities equal in principal amount to the unpurchased portion of the
Securities surrendered.

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

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

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

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

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

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

          SECTION 4.10. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such

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                                                                              53

further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

          SECTION 4.11. Future Note Guarantors and Liens. If any Restricted
Subsidiary shall, after the Closing Date, become a guarantor (i) of any Credit
Agreement Obligations or other Senior Indebtedness or (ii) any Subordinated
Obligation, other than, in each case, a Foreign Subsidiary that guarantees
Indebtedness Incurred by another Foreign Subsidiary, then the Company shall, at
the time, cause such Subsidiary to (a) execute a supplemental indenture
substantially in the form set forth in Exhibit C hereto pursuant to which such
Restricted Subsidiary will Guarantee payment of the Securities, and (b) if such
Subsidiary grants any Lien upon any of its property as security for any Credit
Agreement Obligations or any Other Second-Lien Obligations, (x) execute Security
Documents that grant the Trustee a second-priority Lien upon such property for
the benefit of the Holders upon substantially the same terms as the security
documents in respect of such Credit Agreement Obligations or Other Second-Lien
Obligations, but subject to the Intercreditor Agreement, and (y) take all such
actions (including the filing and recording of financing statements, fixture
filings, Mortgages and other documents) that may be required under any
applicable law, or which the Trustee may reasonably request, to create and
perfect such second-priority Lien, all at the expense of the Company and the
Note Guarantors, including all reasonable fees and expenses of counsel incurred
by the Trustee in connection therewith; provided that such Subsidiary shall not
be required to grant a second-priority Lien upon such property for the benefit
of the Holders if (i) a second-priority Lien in such property cannot be granted
or perfected under applicable law or (ii) such grant requires the consent of any
third party, which consent such Subsidiary is unable to obtain using
commercially reasonable efforts, and (c) deliver to the Trustee an Opinion of
Counsel, reasonably satisfactory to the Trustee, that such supplemental
indenture and any such Security Documents, as the case may be, are valid and
binding obligations of such Subsidiary enforceable against such Subsidiary in
accordance with their terms, subject to customary exceptions, including
exceptions for bankruptcy, fraudulent conveyance and equitable principles.

          From and after the Closing Date, if the Company or any Note Guarantor
creates any additional security interest upon any of its property to secure any
Credit Agreement Obligations or any Other Second-Lien Obligations, it shall
concurrently grant a second-priority Lien (subject to Permitted Liens) upon such
property as security for the Securities by (i) executing Security Documents that
grant the Trustee a second-priority Lien upon such property for the benefit of
the Holders upon substantially the same terms as those that create such
additional security interests, but subject to the Intercreditor Agreement, and
(ii) take all such actions (including the filing and recording of financing
statements, fixture filings, Mortgages and other documents) that may be required
under any applicable law, or which the Trustee may reasonably request to create
and perfect such second-priority Lien, all at the expense of the Company and the
Note Guarantors, including all reasonable fees and expenses of counsel incurred
by the Trustee in connection therewith; provided that the Company or such Note
Guarantor shall not be required to grant a second-priority Lien upon such
property as security for the Securities if (x) a second-priority Lien in such
property cannot be granted or perfected under applicable law or (y) such grant
requires the consent of any third party, which consent the

<PAGE>

                                                                              54

Company or such Note Guarantor is unable to obtain using commercially reasonable
efforts.

          In addition, the Company and each Note Guarantor shall, with respect
to each parcel of real property in the United States acquired by the Company or
any Note Guarantor after the Closing Date that secures the Credit Agreement
Obligations, use commercially reasonable efforts to deliver to the Collateral
Agent, for the benefit of or addressed to the Trustee or the Collateral Agent,
as applicable, the following, but only to the extent that the following
documents are required to be delivered to the Credit Agent pursuant to the
Credit Agreement:

          (a) a fully executed, acknowledged, and recorded Mortgage similar to
that provided for the benefit of the Credit Agent except that such mortgage or
deed of trust shall be subject to the terms of the Intercreditor Agreement;

          (b) an opinion of local counsel in a form substantially similar to the
opinion provided for the benefit of the Credit Agent, or otherwise reasonably
acceptable to the Trustee;

          (c) a fully-paid title insurance policy in a form substantially
similar to the title insurance policy delivered to the Credit Agent (including
such endorsements as the Credit Agent obtained in its title insurance policy)
with no exceptions other than (i) Permitted Liens and exceptions included under
the title insurance policy in favor of the Credit Agent, (ii) the Credit Agent's
existing Lien on such property and (iii) other changes reasonably acceptable to
the Trustee; and

          (d) the most recent survey of each property together with either (i)
an updated survey certification from the applicable surveyor stating that, based
on a visual inspection of the property and the knowledge of the surveyor, there
has been no change in the facts depicted in the survey or (ii) an affidavit from
the Company and the Note Guarantors stating that there has been no change, other
than, in each case, changes reasonably acceptable to the Trustee, in the facts
depicted in the survey, in each case, in forms substantially similar to those
delivered to the Credit Agent.

          The Company shall provide each of the foregoing described in clauses
(a) through (e) above at its own expense and shall pay all reasonable fees and
expenses of counsel incurred by the Trustee in connection with each of the
foregoing.

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

          SECTION 4.13. Limitation on Liens. The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien of any kind on any asset now
owned or hereafter acquired by the Company or its Restricted Subsidiaries,
except Permitted Liens.

<PAGE>

                                                                              55

                                    ARTICLE V

                                Successor Company

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

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

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

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

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

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

          (b) The Company shall not permit any Note Guarantor to consolidate
with or merge with or into, or convey, transfer or lease all or substantially
all its assets to, any Person unless:

          (i) (1) the resulting, surviving or transferee Person will be a
     corporation, partnership or limited liability company organized and
     existing under the laws of the United States of America, any State thereof
     or the District of Columbia, and such Person (if not such Note Guarantor)
     shall expressly assume, by a supplemental indenture, executed and delivered
     to the Trustee, in form satisfactory to the Trustee, all the obligations of
     such Note Guarantor under its Note Guarantee; (2) immediately after giving
     effect to such transaction (and

<PAGE>

                                                                              56

     treating any Indebtedness which becomes an obligation of the resulting,
     surviving or transferee Person or any Restricted Subsidiary as a result of
     such transaction as having been Incurred by such Person or such Restricted
     Subsidiary at the time of such transaction), no Default shall have occurred
     and be continuing; and (3) the Company shall have delivered to the Trustee
     an Officers' Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture (if any)
     comply with this Indenture; or

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

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

                                   ARTICLE VI

                              Defaults and Remedies

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

          (a) the Company defaults in any payment of interest on any Security or
     in any payment of Additional Interest, in each case, when the same becomes
     due and payable and such default continues for a period of 30 days;

          (b) the Company (i) defaults in the payment of the principal of any
     Security when the same becomes due and payable at its Stated Maturity, upon
     required redemption or repurchase, upon declaration or otherwise or (ii)
     fails to redeem or purchase Securities when required pursuant to this
     Indenture or the Securities;

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

          (d) the Company or any Restricted Subsidiary fails to comply with
     Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 or 4.13 (other
     than a failure to purchase Securities when required under Section 4.06 or
     4.08) and such failure continues for 45 days after the written notice
     specified below;

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

<PAGE>

                                                                              57

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

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

               (i) commences a voluntary case;

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

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

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

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

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

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

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

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

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

          (j) (1) any Note Guarantee, or any Security Document executed by, or
     any security interest granted thereunder by a Note Guarantor that is a
     Material Subsidiary ceases to be in full force and effect (except as
     contemplated by the terms of this Indenture, the Security Documents, the
     Intercreditor Agreement or

<PAGE>

                                                                              58

     the Note Guarantees), except (i) as a result of (A) the Credit Agent's or
     Trustee's failure to take any action reasonably requested by the Company in
     order to maintain a valid and perfected Lien on any Collateral or (B) any
     action taken by the Credit Agent or Trustee to release any Lien on any
     Collateral or (ii) Liens on any item of Collateral with a fair market value
     not exceeding $500,000 or (2) any Note Guarantor or Person acting by or on
     behalf of such Note Guarantor denies or disaffirms its obligations under
     this Indenture, any Note Guarantee or any Security Document and, in each
     case, such Default continues for 10 days after the written notice specified
     below.

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

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

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

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

          SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(g) or (h) with respect to the
Company) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Securities by written notice (specifying the
Event of Default and stating that the notice is a "notice of acceleration") to
the Company may declare the principal of and accrued but unpaid interest
(including Additional Interest, if any) on all the Securities to be due and
payable. Upon such a declaration, such principal and interest (including
Additional Interest, if any) shall be due and payable immediately. If an Event
of Default specified in Section 6.01(g) or (h) with respect to the Company
occurs, the principal of and interest (including Additional Interest, if any) on
all the Securities shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.
The Holders of a majority in principal amount of the Securities by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of

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                                                                              59

Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of acceleration. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

          SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

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

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

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

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

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

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

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                                                                              60

          (iii) such Holder or Holders offer to the Trustee reasonable security
     or indemnity reasonably 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 of the Securities do
     not give the Trustee a direction inconsistent with the request during such
     60-day period.

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

          SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest, including Additional Interest, if any, on
the Securities held by such Holder, on or after the respective due dates
expressed or provided for in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

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

          SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to the Company, any Subsidiary or Note
Guarantor, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

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

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

          SECOND: to Holders for amounts due and unpaid on the Securities for
     principal and interest, ratably, and any Additional Interest, without
     preference or

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                                                                              61

     priority of any kind, according to the amounts due and payable on the
     Securities for principal and interest, including any Additional Interest,
     respectively; and

          THIRD: to the Company.

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

          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees 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 of the Securities.

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

                                   ARTICLE VII

                                     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

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                                                                              62

          (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,
     with respect to any certificate or opinions required to be furnished to it
     hereunder, the Trustee shall examine the certificates and opinions to
     determine whether or not they conform to the requirements of this Indenture
     (but need not confirm or investigate the accuracy of mathematical
     calculations or other facts stated therein).

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

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

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

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

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

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

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

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

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

          SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively rely
on any document (whether in its original or facsimile form) 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

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                                                                              63

action it takes or omits to take in good faith in reliance on the Officers'
Certificate or Opinion of Counsel.

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

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

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

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

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

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

          (i) 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.

          SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it

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                                                                              64

were not Trustee. Any Paying Agent or Registrar may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

          SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Note Guarantee or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company or any Note Guarantor
in this Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication. The Trustee shall not be charged with knowledge of any Default
or Event of Default under Sections 6.01(c), (d), (e), (f), (i) or (j) or of the
identity of any Significant Subsidiary unless either (a) a Trust Officer shall
have actual knowledge thereof or (b) the Trustee shall have received notice
thereof in accordance with Section 12.02 hereof from the Company, any Note
Guarantor or any Holder at the Corporate Trust Office of the Trustee, such
notice referencing the Securities and this Indenture.

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

          SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with May 15, 2004, and in any event
prior to July 15 in each year, the Trustee shall mail to each Holder a brief
report dated as of such May 15 that complies with TIA Section 313(a) if and to
the extent required thereby. The Trustee shall also comply with TIA Section
313(b) and 313(c).

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

          SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its services as shall be
agreed to in writing from time to time by the Company and the Trustee. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Note Guarantor, jointly and severally, shall
indemnify the Trustee and any predecessor Trustee against any and all loss,
liability,

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                                                                              65

claim, damage or expense (including reasonable attorneys' fees), including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee), incurred by or in connection with the administration of this trust and
the performance of its duties hereunder, including its duties as Collateral
Agent. The Trustee shall notify the Company of any claim for which it may seek
indemnity promptly upon obtaining actual knowledge thereof; provided, however,
that any failure so to notify the Company shall not relieve the Company or any
Note Guarantor of its indemnity obligations hereunder. The Company shall defend
the claim and the indemnified party shall provide reasonable cooperation at the
Company's expense in the defense. Such indemnified parties may have separate
counsel and the Company and the Note Guarantors, as applicable shall pay the
fees and expenses of such counsel; provided, however, that the Company shall not
be required to pay such fees and expenses if it assumes such indemnified
parties' defense and, in such indemnified parties' reasonable judgment, there is
no conflict of interest between the Company and the Note Guarantors, as
applicable, and such parties in connection with such defense. The Company need
not reimburse any expense or indemnify against any loss, liability or expense
incurred by an indemnified party through such party's own wilful misconduct,
negligence or bad faith or in the case of the Collateral Agent, through its own
wilful misconduct, gross negligence or bad faith.

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

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

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

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

          (ii) the Trustee is adjudged bankrupt or insolvent;

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

          (iv) the Trustee otherwise becomes incapable of acting.

          (b) If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably

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                                                                              66

promptly appoint a successor Trustee, or if a vacancy exists in the office of
Trustee for any reason (the Trustee in such event being referred to herein as
the retiring Trustee), the Company shall promptly appoint a successor Trustee.

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

          (d) If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of 10% in principal amount of the Securities may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Company.

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

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

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

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

          SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); subject to its right to

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                                                                              67

apply for a stay of its duty to resign under the penultimate paragraph of TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

          SECTION 7.11. Preferential Collection of Claims Against the Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

          SECTION 8.01. Discharge of Liability on Securities; Defeasance.
(a)When (i) all outstanding Securities (other than Securities replaced or paid
pursuant to Section 2.08) have been canceled or delivered to the Trustee for
cancelation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article 3 hereof, and the Company irrevocably deposits with the
Trustee funds in an amount sufficient or U.S. Government Obligations, the
principal of and interest on which will be sufficient, or a combination thereof
sufficient, in the written opinion of a nationally recognized firm of
independent public accountants delivered to the Trustee (which delivery shall
only be required if U.S. Government Obligations have been so deposited), to pay
the principal of, premium (if any) and interest and Additional Interest, if any,
on the outstanding Securities when due at maturity or upon redemption of,
including interest thereon to maturity or such redemption date (other than
Securities replaced or paid pursuant to Section 2.08) and Additional Interest,
if any, and if in the case of both clause (i) and (ii) the Company pays all
other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

          (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (i) all of its obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, and 10.02 the operation of
Section 5.01(a)(iii), 6.01(d), 6.01(f), 6.01(g) (with respect to Significant
Subsidiaries of the Company only), 6.01(h) (with respect to Significant
Subsidiaries of the Company only) 6.01(i) and 6.01(j) ("covenant defeasance
option"). The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. In the event that the
Company terminates all of its obligations under the Securities and this
Indenture by exercising its legal defeasance option or its covenant defeasance
option, the obligations under the Note Guarantees shall each be terminated
simultaneously with the termination of such obligations.

<PAGE>

                                                                              68

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

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

          (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08, and in
this Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04, 8.05, and 8.06
shall survive.

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

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

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

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

          (iv) the deposit does not constitute a default under any other
     agreement binding on the Company;

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

          (vi) in the case of the legal defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (1) the
     Company has

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                                                                              69

     received from, or there has been published by, the Internal Revenue Service
     a ruling, or (2) since the date of this Indenture there has been a change
     in the applicable Federal income tax law, in either case to the effect
     that, and based thereon such Opinion of Counsel shall confirm that, the
     Holders will not recognize income, gain or loss for Federal income tax
     purposes as a result of such deposit and legal defeasance and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such deposit and legal
     defeasance had not occurred;

          (vii) in the case of the covenant defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders will not recognize income, gain or loss for Federal income tax
     purposes as a result of such deposit and covenant defeasance and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such deposit and covenant
     defeasance had not occurred; and

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

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

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

          SECTION 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest and Additional Interest, if any, on the
Securities.

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

          Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon written request any money held by
them for the payment of principal, interest or Additional Interest (if any) that
remains unclaimed for two years, and, thereafter, Holders entitled to the money
must look to the Company

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                                                                              70

for payment as general creditors, and the Trustee and the Paying Agent shall
have no further liability with respect to such monies.

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

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

                                   ARTICLE IX

                                   Amendments

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

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

          (ii) to comply with Article 5;

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

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

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

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

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                                                                              71

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

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

          (ix) if necessary, in connection with any addition or release of
     Collateral permitted under the terms of this Indenture or the Security
     Documents.

          In addition, without the consent of any Holder, any amendment, waiver
or consent agreed to by the Credit Agent or the holders of Credit Agreement
Obligations under any provision of any of the security documents granting the
first-priority Lien on any Collateral to secure the Credit Agreement Obligations
shall automatically apply to the comparable provision of this Indenture and the
comparable Security Document entered into in connection with the Securities. The
Company and the Note Guarantors shall also be entitled to other releases of the
Collateral or the Note Guarantees as described in Article 8 and Sections 10.03,
10.07 and 11.03 hereof. If the Company wishes under other circumstances to
obtain an amendment or waiver or seek a consent under any Security Document, any
Note Guarantee or the Intercreditor Agreement, the Company may mail written
notice of its request to the Trustee and the Holders, specifying the amendment,
waiver or consent, the reason it is being sought and any other information
necessary for the Holders to reasonably consider such matter. If the Company
does not receive written objections from Holders of at least 25% in aggregate
principal amount of the Securities within 20 Business Days after such mailing,
such amendment, waiver or consent shall be deemed granted. If the Company
receives such objections, then it shall not be entitled to effect such amendment
or waiver, and such consent shall not be effective, unless the Company obtains
the consent of the Holders of a majority in outstanding principal amount of the
Securities (including any Additional Securities) then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Securities).

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

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

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                                                                              72

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

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

          (ii) reduce the rate of or extend the time for payment of interest
     (including Additional Interest, if any) on any Security;

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

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

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

          (vi) impair the right of any Holder to receive payment of principal
     of, and interest (including Additional Interest, if any) on, such Holder's
     Securities on or after the due dates therefor or to institute suit for the
     enforcement of any payment on or with respect to such Holder's Securities;

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

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

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

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

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

          SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the

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                                                                              73

Trustee receives the notice of revocation before the date on which the Trustee
receives an Officers' Certificate from the Company certifying that the requisite
number of consents have been received. After an amendment or waiver becomes
effective, it shall bind every Holder. An amendment or waiver becomes effective
upon the (i) receipt by the Company or the Trustee of the requisite number of
consents, (ii) satisfaction of conditions to effectiveness as set forth in this
Indenture and any indenture supplemental hereto containing such amendment or
waiver and (iii) execution of such amendment or waiver (or supplemental
indenture) by the Company and the Trustee.

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

          SECTION 9.05. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

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

                                    ARTICLE X

                             Collateral and Security

          SECTION 10.01. Security Documents. The due and punctual payment of the
principal of and interest (including Additional Interest, if any) on the
Securities when and as the same shall be due and payable, whether on an interest
payment date, at

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                                                                              74

maturity, by acceleration, repurchase, redemption or otherwise, and interest on
the overdue principal of and interest (including Additional Interest, if any) on
the Securities and performance of all other obligations of the Company and the
Note Guarantors to the Holders or the Trustee under this Indenture and the
Securities, according to the terms hereunder or thereunder, are secured as
provided in the Security Documents, subject to the terms of the Intercreditor
Agreement. Each Holder, by its acceptance thereof, consents and agrees to all of
the terms of the Security Documents (including the provisions providing for
foreclosure and release of Collateral) and the Intercreditor Agreement as the
same may be in effect or may be amended from time to time in accordance with
their terms and authorizes and directs the Collateral Agent to enter into the
Security Documents and the Intercreditor Agreement and to perform its
obligations and exercise its rights thereunder in accordance therewith. The
Company shall deliver to the Trustee (if it is not then the Collateral Agent)
copies of all documents delivered to the Collateral Agent pursuant to the
Security Documents, and will do or cause to be done all such acts and things as
may be required by the next sentence of this Section 10.01, to assure and
confirm to the Trustee and the Collateral Agent the security interest in the
Collateral contemplated hereby, by the Security Documents or any part thereof,
as from time to time constituted, so as to render the same available for the
security and benefit of this Indenture and of the Securities secured hereby,
according to the intent and purposes herein expressed. The Company shall take,
and shall cause its Restricted Subsidiaries to take, any and all actions
reasonably required to cause the Security Documents to create and maintain, as
security for the Obligations of the Company and the Note Guarantors hereunder, a
valid and enforceable perfected second-priority Lien and security interest in
and on all the Collateral (subject to the terms of the Intercreditor Agreement),
in favor of the Collateral Agent for the benefit of the Holders, second in
priority (subject to Permitted Liens) to any and all security interests at any
time granted in the Collateral to secure Credit Agreement Obligations.

          SECTION 10.02. Recording and Opinions. (a) The Company will deliver to
the Collateral Agent and the Trustee on May 15 in each year beginning with May
15, 2004, an Opinion of Counsel, which may be rendered by internal counsel to
the Company, dated as of such date, either:

          (i) stating substantially to the effect that, in the opinion of such
     counsel, action has been taken with respect to the recording, filing,
     re-recording, and re-filing of this Indenture or any Security Document as
     is necessary to maintain the Lien of this Indenture or any Security
     Documents and reciting with respect to the security interests in the
     Collateral the details of such action or referring to prior Opinions of
     Counsel in which such details are given; or

          (ii) stating that, in the opinion of such counsel, no such action is
     necessary to maintain and perfect such Lien under this Indenture and the
     Security Documents.

          (b) The Company will otherwise comply with the provisions of TIA
Section 314(b).

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                                                                              75

          SECTION 10.03. Release of Collateral. (a) Subject to subsections (b),
(c) and (d) of this Section 10.03, Collateral may be released from the Lien and
security interest created by the Security Documents at any time or from time to
time in accordance with the provisions of the Security Documents, the
Intercreditor Agreement, or as provided hereby. Whether prior to or after the
Discharge of Credit Agreement Obligations, upon the request of the Company
pursuant to an Officers' Certificate certifying that all conditions precedent
hereunder have been met and without the consent of any Holder, the Company and
the Note Guarantors will be entitled to releases of assets included in the
Collateral from the Liens securing the Securities under any one or more of the
following circumstances:

          (i) to enable the Company or any Note Guarantor to consummate any
     sale, lease, conveyance or other disposition of any assets or rights
     permitted or not prohibited under Section 4.06 hereof;

          (ii) if the Company or any Note Guarantor provides substitute
     collateral with at least an equivalent fair value, as determined in good
     faith by the Board of Directors;

          (iii) if all of the stock of any Subsidiary of the Company that is
     pledged to the Collateral Agent is released or if any Subsidiary that is a
     Note Guarantor is released from its Note Guarantee, such Subsidiary's
     assets will also be released;

          (iv) in respect of assets included in the Collateral with a fair
     value, as determined in good faith by the Board of Directors, of up to $2.0
     million in any calendar year, subject to a cumulative carryover for any
     amount not used in any prior calendar year; or

          (v) pursuant to an amendment, waiver or supplement in accordance with
     Article 9 hereof.

          Upon receipt of such Officers' Certificate and any necessary or proper
instruments of termination, satisfaction or release prepared by the Company, the
Collateral Agent shall execute, deliver or acknowledge such instruments or
releases to evidence the release of any Collateral permitted to be released
pursuant to this Indenture or the Security Documents.

          In addition, if all other Liens (other than Permitted Liens described
in clauses (b) through (aa) of the definition thereof) on any asset that secure
Credit Agreement Obligations or any Other Second-Lien Obligations then secured
by that asset (including all commitments thereunder) are released then the
Liens, if any, of the Collateral Agent, for itself or for the benefit of the
Holders, on such Collateral shall be automatically, unconditionally and
simultaneously released; provided, that after giving effect to the release,
obligations secured by the first-priority Liens on the remaining Collateral
remain outstanding. Upon receipt of an Officers' Certificate certifying that all
conditions precedent hereunder have been met and any necessary or proper
instruments of termination, satisfaction or release prepared by the Company, and
without the consent

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                                                                              76

of any Holder, the Collateral Agent shall execute, deliver or acknowledge any
such instruments or releases to evidence such automatic release.

          (b) Except as otherwise provided in the Intercreditor Agreement and
except as set forth in the preceding paragraph, no Collateral may be released
from the Lien and security interest created by the Security Documents pursuant
to the provisions of the Security Documents unless the Officers' Certificate
required by this Section 10.03 has been delivered to the Collateral Agent.

          (c) At any time when a Default or Event of Default has occurred and is
continuing and the maturity of the Securities has been accelerated (whether by
declaration or otherwise) and the Trustee has delivered a notice of acceleration
to the Collateral Agent, no release of Collateral pursuant to the provisions of
the Security Documents will be effective as against the Holders, except as
otherwise provided in the Intercreditor Agreement.

          (d) The release of any Collateral from the terms of this Indenture and
the Security Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms of (i) the Intercreditor Agreement
or (ii) this Indenture and the Security Documents. To the extent applicable, the
Company will cause TIA Section 313(b), relating to reports, and TIA Section
314(d), relating to the release of property or securities from the Lien and
security interest of this Indenture and the Security Documents and relating to
the substitution therefor of any property or securities to be subjected to the
Lien and security interest of this Indenture and the Security Documents, to be
complied with. Any certificate or opinion required by TIA Section 314(d) may be
made by an Officer of the Company except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person will be an independent engineer, appraiser or other expert selected
or approved by the Trustee and the Collateral Agent in the exercise of
reasonable care.

          SECTION 10.04. Certificates of the Trustee. In the event that the
Company wishes to release Collateral in accordance with the Security Documents
at a time when the Trustee is not itself also the Collateral Agent and the
Company has delivered the certificates and documents required by the Security
Documents and Section 10.03 hereof, the Trustee will determine whether it has
received all documentation required by TIA Section 314(d) in connection with
such release and, based on such determination, will deliver a certificate to the
Collateral Agent setting forth such determination.

          SECTION 10.05. Authorization of Actions to Be Taken by the Trustee
Under the Security Documents. Subject to the provisions of Section 7.01 and 7.02
hereof and the Intercreditor Agreement, the Trustee may, in its sole discretion
and without the consent of the Holders, direct, on behalf of the Holders, the
Collateral Agent to, take all actions it deems necessary or appropriate in order
to:

          (a) enforce any of the terms of the Security Documents; and

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                                                                              77

          (b) collect and receive any and all amounts payable in respect of the
Obligations of the Company hereunder.

          Subject to Section 3 of the Intercreditor Agreement, the Trustee will
have power to institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Security Documents or this Indenture, and such
suits and proceedings as the Trustee may deem expedient to preserve or protect
its interests and the interests of the Holders in the Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders or of the
Trustee).

          SECTION 10.06. Authorization of Receipt of Funds by the Trustee Under
the Security Documents. Subject to the provisions of the Intercreditor
Agreement, the Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture.

          SECTION 10.07. Termination of Security Interest. The Trustee will, at
the request of the Company, deliver a certificate to the Collateral Agent
stating that such Obligations have been paid in full, and instruct the
Collateral Agent to release the Liens pursuant to this Indenture and the
Security Documents upon (1) payment in full of the principal of, accrued and
unpaid interest (including Additional Interest, if any) on the Securities and
all other Obligations under this Indenture, the Note Guarantees and the Security
Documents that are due and payable at or prior to the time such principal,
accrued and unpaid interest and Additional Interest, if any, are paid, (2) a
satisfaction and discharge of this Indenture as described in Article 8 or (3) a
legal defeasance or covenant defeasance as described in Article 8. Upon receipt
of such instruction and any necessary or proper instruments of termination,
satisfaction or release prepared by the Company, the Collateral Agent shall
execute, deliver or acknowledge any such instruments or releases to evidence the
release of all such Liens.

          SECTION 10.08. Collateral Agent. (a) The Trustee shall initially act
as Collateral Agent and shall be authorized to appoint co-Collateral Agents as
necessary in its sole discretion. Except as otherwise explicitly provided herein
or in the Security Documents, neither the Collateral Agent nor any of its
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The Collateral
Agent shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither the Collateral Agent nor any
of its officers, directors, employees or agents shall be responsible for any act
or failure to act hereunder, except for its own willful misconduct, gross
negligence or bad faith.

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                                                                              78

          (b) The Trustee, as Collateral Agent, is authorized and directed to
(i) enter into the Security Documents, (ii) enter into the Intercreditor
Agreement, (iii) bind the Holders on the terms as set forth in the Security
Documents and the Intercreditor Agreement and (iv) perform and observe its
obligations under the Security Documents and the Intercreditor Agreement.

          (c) If the Company (i) incurs Indebtedness constituting Credit
Agreement Obligations at any time when no Intercreditor Agreement is in effect
or at any time when Indebtedness constituting Credit Agreement Obligations
entitled to the benefit of an existing Intercreditor Agreement is concurrently
retired, and (ii) delivers to the Collateral Agent an Officers' Certificate so
stating and requesting the Collateral Agent to enter into an Intercreditor
Agreement in favor of a designated agent or representative for the holders of
the Indebtedness so incurred, the Collateral Agent shall (and is hereby
authorized and directed to) enter into such Intercreditor Agreement, bind the
Holders on the terms set forth therein, and perform and observe its obligations
thereunder.

          (d) If (i) the Company at any time incurs any Indebtedness
constituting Other Second-Lien Obligations, (ii) the indenture or agreement
governing such Indebtedness provides that, notwithstanding the date, manner or
order of grant, attachment or perfection of any Liens granted to the Collateral
Agent under the Security Documents (the "Liens Securing Note Obligations") or
granted to the holders of Other Second-Lien Obligations or any agent or
representative for the holders of Other Second-Lien Obligations (the "Liens
Securing Other Second-Lien Obligations"), the Liens Securing Note Obligations
and the Liens Securing Other Second-Lien Obligations shall be of equal dignity,
priority and rank, (iii) the Company delivers to the Collateral Agent an
Officers' Certificate so stating and requesting that the Collateral Agent assign
or transfer the Liens Securing Note Obligations to a Common Collateral Agent
identified therein and (iv) the Company delivers to the Collateral Agent and the
Common Collateral Agent an Opinion of Counsel further confirming as to all such
Liens each of the matters referred to in Section 10.02(a)(i), giving effect to
the assignment or transfer requested in such Officers' Certificate, then (A) the
Liens Securing Note Obligations shall be of equal dignity, priority and rank
with all such Liens Securing Other Second-Lien Obligations and (B) the
Collateral Agent shall, upon receipt of the necessary or proper documentation
prepared by the Company, assign or transfer the Liens Securing Note Obligations
to the Common Collateral Agent as requested in such Officers' Certificate.

          SECTION 10.09. Designations. Except as provided in the next sentence,
for purposes of the provisions hereof and the Intercreditor Agreement requiring
the Company to designate Indebtedness for the purposes of the term "Credit
Agreement Obligations", "First-Lien Credit Facilities", "Other Second-Lien
Obligations" or any other such designations hereunder or under the Intercreditor
Agreement, any such designation shall be sufficient if the relevant designation
is set forth in writing, signed on behalf of the Company by an Officer and
delivered to the Trustee, the Collateral Agent and the Credit Agent. For all
purposes hereof and the Intercreditor Agreement, the Company hereby designates
the Credit Facilities provided pursuant to the Credit Agreement as a "First-Lien
Credit Facility" and any Existing Credit Agreement Obligations as "Credit
Agreement Obligations."

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                                                                              79

                                   ARTICLE XI

                                 Note Guarantees

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

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

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

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                                                                              80

          (d) Each Note Guarantor further agrees that its Note Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.

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

          (f) Each Note Guarantor agrees that its Note Guarantee shall remain in
full force and effect until payment in full of all the Guaranteed Obligations or
such Note Guarantee is released in compliance with Section 11.03 or upon the
merger or the sale of all the Capital Stock or assets of the Note Guarantor in
compliance with Section 4.06 or Article 5. Each Note Guarantor further agrees
that its Note Guarantee herein shall, to the fullest extent permitted by
applicable law, continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or interest or
Additional Interest, if any, on any Guaranteed Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.

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

          (h) Each Note Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations. Each Note

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                                                                              81

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

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

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

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

          SECTION 11.03. Releases of Note Guarantees. A Note Guarantee shall be
released without any action required on the part of the Trustee or any Holder:
(a) if the Guarantee of Credit Agreement Obligations made by such Note Guarantor
is released by the Credit Agent or otherwise, unless such Note Guarantor remains
a guarantor of the Senior Subordinated Notes or other Subordinated Obligations;
(b) if (i) all of the Capital Stock of, or all or substantially all of the
assets of such Note Guarantor is sold or otherwise disposed of (including by way
of merger or consolidation) to a Person other than the Company or any of the
Domestic Subsidiaries or (ii) such Note Guarantor ceases to be a Restricted
Subsidiary, and the Company otherwise complies, to the extent applicable, with
Section 4.06 and Section 5.01 hereof; or (c) if the Company designates such Note
Guarantor as an Unrestricted Subsidiary. A Note Guarantor may also be released
from its obligations under its Note Guarantee in connection with an amendment
permitted by Article 9.

          Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such release was made
by the Company in accordance with the provisions of this Indenture, the Trustee
will execute any documents prepared by the Company reasonably required in order
to evidence the release of any Note Guarantor from its obligations under its
Note Guarantee.

<PAGE>

                                                                              82

          Any Note Guarantor not released from its obligations under its Note
Guarantee will remain liable for the full amount of principal of and interest on
the Securities and for the other obligations of any Note Guarantor under this
Indenture as provided in this Article 11.

          SECTION 11.04. Successors and Assigns. This Article 11 shall be
binding upon each Note Guarantor and its successors and assigns and shall inure
to the benefit of the successors and assigns of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Securities shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

          SECTION 11.05. No Waiver. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article 11 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 11 at law,
in equity, by statute or otherwise.

          SECTION 11.06. Modification. No modification, amendment or waiver of
any provision of this Article 11, nor the consent to any departure by any Note
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Note Guarantor in any case shall entitle such Note
Guarantor to any other or further notice or demand in the same, similar or other
circumstances.

          SECTION 11.07. Execution of Supplemental Indenture for Future Note
Guarantors. Each Subsidiary which is required to become a Note Guarantor
pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit C hereto pursuant to which such
Subsidiary shall become a Note Guarantor under this Article 11 and shall
guarantee the Guaranteed Obligations. Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Note Guarantee of such Note Guarantor
is a valid and binding obligation of such Note Guarantor, enforceable against
such Note Guarantor in accordance with its terms and or to such other matters as
the Trustee may reasonably request.

          SECTION 11.08. Non-Impairment. The failure to endorse a Note Guarantee
on any Security shall not affect or impair the validity thereof.

<PAGE>

                                                                              83

                                   ARTICLE XII

                                  Miscellaneous

          SECTION 12.01. Trust Indenture Act Controls. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, TIA Sections 310 to 318, inclusive, such imposed
duties or incorporated provision shall control.

          SECTION 12.02. Notices. Any notice or communication shall be in
writing (which may be a facsimile with the original to follow) and delivered in
person or mailed by first-class mail addressed as follows:

                            if to the Company:

                            Pliant Corporation
                            1515 Woodfield Road, Suite 600
                            Schaumburg, Illinois 60173

                            Attention of:
                            Brian E. Johnson

                            if to the Trustee:

                            Wilmington Trust Company
                            Rodney Square North
                            1100 North Market Street
                            Wilmington, DE 19890-0001

                            Attention of:
                            Corporate Trust Administration

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

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

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

          SECTION 12.03. Communication by Holders with Other Holders. Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to

<PAGE>

                                                                              84

their rights under this Indenture or the Securities. The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA Section 312(c).

          SECTION 12.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

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

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

          SECTION 12.05. 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

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

          SECTION 12.06. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company, any Note
Guarantor or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any Note
Guarantor (other than JP Morgan Securities, Inc.) shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.

<PAGE>

                                                                              85

          SECTION 12.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

          SECTION 12.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or other day on which banking institutions are not required by law or
regulation to be open in the State of New York. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

          SECTION 12.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

          SECTION 12.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company or any of the Note Guarantors,
shall not have any liability for any obligations of the Company or any of the
Note Guarantors under the Securities or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Securities.

          SECTION 12.11. Successors. All agreements of the Company and each Note
Guarantor in this Indenture and the Securities shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors.

          SECTION 12.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

          SECTION 12.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

<PAGE>

                                                                              86

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

                                     PLIANT CORPORATION,

                                     by /s/ Brian E. Johnson
                                        ----------------------------------------
                                        Name:  Brian E. Johnson
                                        Title: Executive Vice President and
                                               Chief Financial Officer

                                     PLIANT SOLUTIONS CORPORATION,

                                     by /s/ Brian E. Johnson
                                        ----------------------------------------
                                        Name:  Brian E. Johnson
                                        Title: Executive Vice President and
                                               Chief Financial Officer

                                     PLIANT CORPORATION INTERNATIONAL,
                                     PLIANT FILM PRODUCTS OF MEXICO, INC.,
                                     UNIPLAST HOLDINGS INC.,
                                     UNIPLAST U.S., INC.,
                                     TUREX, INC.,
                                     PIERSON INDUSTRIES, INC.,
                                     UNIPLAST MIDWEST, INC.

                                     by /s/ Brian E. Johnson
                                        ----------------------------------------
                                        Name:  Brian E. Johnson
                                        Title: Executive Vice President and
                                               Treasurer

                                     PLIANT PACKAGING OF CANADA, LLC

                                     by /s/ Brian E. Johnson
                                        ----------------------------------------
                                        Name:  Brian E. Johnson
                                        Title: Vice President

                                     WILMINGTON TRUST COMPANY, as Trustee

                                     By /s/ James D. Nesci
                                        ----------------------------------------
                                        Name:  James D. Nesci
                                        Title: Authorized Signer

<PAGE>

                                                                      APPENDIX A

                   PROVISIONS RELATING TO ORIGINAL SECURITIES,
                  ADDITIONAL SECURITIES, PRIVATE EXCHANGE NOTES
                               AND EXCHANGE NOTES

     1. Definitions

     1.1 Definitions

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

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Regulation S Global Security or beneficial interest
therein, the rules and procedures of the Depositary for such Global Security,
Euroclear and Clearstream, in each case to the extent applicable to such
transaction and as in effect from time to time.

          "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

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

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

          "Euroclear" means the Euroclear Clearance System or any successor
securities clearing agency.

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

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

          "Initial Purchasers" means J.P. Morgan Securities Inc., Credit Suisse
First Boston LLC and Deutsche Bank Securities Inc.

          "Issue Date" means, with respect to any Initial Securities, the date
on which such Initial Securities are originally issued.

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

<PAGE>

                                                                               2

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

          "Purchase Agreement" means (a) the Purchase Agreement dated May 22,
2003, among the Company, the Note Guarantors and the Initial Purchasers and (b)
any other similar Purchase Agreement relating to Additional Securities.

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

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

          "Registration Agreement" means (a) the Exchange and Registration
Rights Agreement dated May 30, 2003, among the Company, the Note Guarantors and
the Initial Purchasers and (b) any other similar Exchange and Registration
Rights Agreement relating to Additional Securities.

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

          "Regulation S Securities" means all Initial Securities offered and
sold outside the United States in reliance on Regulation S.

          "Restricted Period", with respect to any Securities, means the period
of 40 consecutive days beginning on and including the later of (a) the day on
which such Securities 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 Company to the Trustee, and
(b) the Issue Date with respect to such Securities.

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

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

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

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

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

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

<PAGE>

                                                                               3

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

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

     1.2 Other Definitions

                                                               Defined
                  Term:                                       in Section:
                  ----                                        -----------
"Agent Members"..............................................   2.1(c)
"IAI Global Security"........................................   2.1(b)
"Global Security"............................................   2.1(b)
"Regulation S Global Security"...............................   2.1(b)
"Rule 144A Global Security"..................................   2.1(b)

     2. The Securities

     2.1 Form and Dating

          (a) The Original Securities issued on the date hereof will be (i)
offered and sold by the Company pursuant to the Purchase Agreement and (ii)
resold, initially only to (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 Original Securities 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 Securities offered after the date
hereof may be offered and sold by the Company from time to time pursuant to one
or more Purchase Agreements in accordance with applicable law.

          (b) Global Securities. Rule 144A Securities shall be issued initially
in the form of one or more permanent global Securities in definitive, fully
registered form (collectively, the "Rule 144A Global Security") and Regulation S
Securities shall be issued initially in the form of one or more global
Securities (collectively, the "Regulation S Global Security), in each case
without interest coupons and bearing the Global Securities Legend and Restricted
Securities Legend, which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Securities Custodian, and registered in
the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture. One or
more global securities in definitive, fully registered form without interest
coupons and bearing the Global Securities Legend and the Restricted Securities
Legend (collectively, the "IAI Global Security") shall also be issued on the
Closing Date, deposited with the Securities Custodian, and registered in the
name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture to
accommodate transfers of beneficial interests in the Securities to IAIs
subsequent to the initial distribution. Beneficial ownership interests in the
Regulation S Global Security shall not be exchangeable for interests in the Rule
144A Global Security, the IAI Global Security or any other Security without a
Restricted Securities Legend until the expiration of the Restricted Period. The
Rule 144A Global Security, the IAI Global Security and the Regulation S

<PAGE>

                                                                               4

Global Security are each referred to herein as a "Global Security" and are
collectively referred to herein as "Global Securities", provided, that the term
"Global Security" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and
2.4 of this Appendix shall also include any Security in global form issued in
connection with a Registered Exchange Offer or Private Exchange. The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee and on the schedules thereto as hereinafter provided.

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

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

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

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

     2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by two Officers (a) Original
Securities for original issue on the date hereof in an aggregate principal
amount of $250,000,000, (b) subject to the terms of this Indenture, Additional
Securities in an unlimited aggregate principal amount and (c) the (i) Exchange
Notes for issue only in a Registered Exchange Offer and (ii) Private Exchange
Notes for issue only in the Private Exchange, in the case of each of (i) and
(ii) pursuant to the Registration Agreement and for a like principal amount of
Initial Securities exchanged pursuant thereto. Such order

<PAGE>

                                                                               5

shall specify the amount of the Securities to be authenticated, the date on
which the original issue of Securities is to be authenticated and whether the
Securities are to be Original Securities, Additional Securities, Exchange Notes
or Private Exchange Notes. The aggregate principal amount of Securities
outstanding at any time is unlimited.

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

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

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

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

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

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

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

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

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

               (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a

<PAGE>

                                                                               6

beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar, together with:

               (i) certification (in the form set forth on the reverse side of
          the Initial Security or Private Exchange Note, as applicable) that
          such Definitive Security is being transferred (1) to a QIB in
          accordance with Rule 144A, (2) to an IAI that has furnished to the
          Trustee a signed letter substantially in the form of Exhibit D, and in
          the case of clause (2), an opinion of counsel or other evidence
          reasonably satisfactory to it as to the compliance with the
          restrictions set forth in the legend set forth in Section 2.3(d)(i) or
          (3) outside the United States in an offshore transaction within the
          meaning of Regulation S and in compliance with Rule 904 under the
          Securities Act; and

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

               (c) Transfer and Exchange of Global Securities. (i) The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depositary therefor. A transferor of a beneficial interest in a Global
Security shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the transfer shall be debited by an amount equal to
the beneficial interest in the Global Security being transferred. Transfers by
an owner of a beneficial interest in the Rule 144A Global Security or the IAI
Global Security to a transferee who takes delivery of such interest through the
Regulation S Global Security,

<PAGE>

                                                                               7

whether before or after the expiration of the Restricted Period, shall be made
only upon receipt by the Trustee of a certification in the form provided on the
reverse of the Initial Securities from the transferor to the effect that such
transfer is being made in accordance with Regulation S or (if available) Rule
144 under the Securities Act and that, if such transfer is being made prior to
the expiration of the Restricted Period, the interest transferred shall be held
immediately thereafter through Euroclear or Clearstream. In the case of a
transfer of a beneficial interest in the Rule 144A Global Security for an
interest in the IAI Global Security, the transferee must furnish a signed letter
substantially in the form of Exhibit D to the Trustee and an opinion of counsel
or other evidence reasonably satisfactory to the Trustee as to the compliance
with the restrictions set forth in the legend set forth in Section 2.3(d)(i).

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

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

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

               (d) Restrictions on Transfer of Regulation S Global Security. (i)
Prior to the expiration of the Restricted Period, interests in the Regulation S
Global Security may only be held through Euroclear or Clearstream. During the
Restricted Period, beneficial ownership interests in the Regulation S Global
Security may only be sold, pledged or transferred through Euroclear or
Clearstream in accordance with the Applicable Procedures and only (1) to the
Company, (2) so long as such security is eligible for resale pursuant to Rule
144A, to a person whom the selling holder reasonably believes is a QIB that
purchases for its own account or for the account of a QIB to whom notice is
given

<PAGE>

                                                                               8

that the resale, pledge or transfer is being made in reliance on Rule 144A, (3)
in an offshore transaction in accordance with Regulation S, (4) pursuant to an
exemption from registration under the Securities Act provided by Rule 144 (if
applicable) under the Securities Act, (5) to an IAI purchasing for its own
account, or for the account of such an IAI, in a minimum principal amount of
Securities of $250,000 or (6) pursuant to an effective registration statement
under the Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States. Prior to the expiration of
the Restricted Period, transfers by an owner of a beneficial interest in the
Regulation S Global Security to a transferee who takes delivery of such interest
through the Rule 144A Global Security or the IAI Global Security shall be made
only in accordance with Applicable Procedures and upon receipt by the Trustee of
a written certification from the transferor of the beneficial interest in the
form provided on the reverse of the Initial Security to the effect that such
transfer is being made to (1) a QIB within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A or (2) an IAI purchasing for
its own account, or for the account of such an IAI, in a minimum principal
amount of the Securities of $250,000. Such written certification shall no longer
be required after the expiration of the Restricted Period. In the case of a
transfer of a beneficial interest in the Regulation S Global Security for an
interest in the IAI Global Security, the transferee must furnish a signed letter
substantially in the form of Exhibit D to the Trustee.

               (ii) Upon the expiration of the Restricted Period, beneficial
          ownership interests in the Regulation S Global Security shall be
          transferable in accordance with applicable law and the other terms of
          this Indenture.

               (e) Legend.

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

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

          THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
          BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
          PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
          SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
          DATE") THAT IS [IN

<PAGE>

                                                                               9

          THE CASE OF RULE 144A NOTES: TWO YEARS] [IN THE CASE OF REGULATION S
          NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
          THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
          THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
          (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
          BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
          THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
          SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
          INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
          THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
          INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
          MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
          OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
          UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE
          MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
          THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY
          FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
          ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
          SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
          OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
          OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
          FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
          THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
          TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY
          OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
          SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
          REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

Each Definitive Security shall bear the following additional legend:

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

               (ii) Upon any sale or transfer of a Transfer Restricted Security
          that is a Definitive Security, the Registrar shall permit the Holder
          thereof to exchange such Transfer Restricted Security for a Definitive
          Security that does not bear the legends set forth above and rescind
          any restriction on the transfer of such Transfer

<PAGE>

                                                                              10

          Restricted Security if the Holder certifies in writing to the
          Registrar that its request for such exchange was made in reliance on
          Rule 144 (such certification to be in the form set forth on the
          reverse of the Initial Security, or Private Exchange Note, as
          applicable) and delivers an opinion of counsel or other evidence
          reasonably satisfactory to the Registrar as to the compliance with the
          restrictions set forth in the legend set forth in Section 2.3(d)(i)).

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

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

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

               (vi) Upon a sale or transfer after the expiration of the
          Restricted Period of any Initial Security acquired pursuant to
          Regulation S, all requirements that such Initial Security bear the
          Restricted Securities Legend shall cease to apply and the requirements
          requiring any such Initial Security be issued in global form shall
          continue to apply.

               (vii) Any Additional Securities sold in a registered offering
          shall not be required to bear the Restricted Notes Legend.

               (f) Cancelation or Adjustment of Global Security. At such time as
all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancelation or retained and canceled by the Trustee. At any time prior to such
cancelation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of

<PAGE>

                                                                              11

Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such reduction.

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

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

               (ii) No service charge shall be made for any registration of
          transfer or exchange, but the Company may require payment of a sum
          sufficient to cover any transfer tax, assessments, or similar
          governmental charge payable in connection therewith (other than any
          such transfer taxes, assessments or similar governmental charge
          payable upon exchanges to be registered in the name of the registered
          Holder effecting the exchange pursuant to Sections 2.06, 3.06, 4.06,
          4.08 and 9.05 of this Indenture).

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

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

               (h) No Obligation of the Trustee.

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

<PAGE>

                                                                              12

          Trustee may rely and shall be fully protected in relying upon
          information furnished by the Depositary with respect to its members,
          participants and any beneficial owners.

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

     2.4 Definitive Securities

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

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

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

<PAGE>

                                                                              13

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

<PAGE>

                                                                       EXHIBIT A

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

                           [GLOBAL SECURITIES LEGEND]

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

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

          THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE OF RULE
144A NOTES: TWO YEARS] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A

<PAGE>

                                                                               2

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

          Each Definitive Security shall bear the following additional legend:

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

<PAGE>

                                                                               3

No.                                                                  $__________

                      11 1/8% Senior Secured Note due 2009

                                                          CUSIP No. ____________
                                                           ISIN No. ____________

          PLIANT CORPORATION, a Utah corporation, promises to pay to Cede & Co.,
or registered assigns, the principal sum [listed on the Schedule of Increases or
Decreases in Global Security attached hereto]/1/ [of $_____]/2/ on September 1,
2009.

          Interest Payment Dates: March 1 and September 1.

          Record Dates: February 15 and August 15.

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

      /2/ Insert if Security is to be issued in definitive form.

<PAGE>

                                                                               4

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

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

                                         PLIANT CORPORATION,

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

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

Dated:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

WILMINGTON TRUST COMPANY,

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


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

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

<PAGE>

                                                                               5

                    [FORM OF REVERSE SIDE OF INITIAL SECURITY
                           AND PRIVATE EXCHANGE NOTE]

                      11 1/8% Senior Secured Note due 2009

1. Interest

          (a) PLIANT CORPORATION, a Utah corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company shall pay interest
semiannually on March 1 and September 1 of each year, beginning September 1,
2003. Interest on the Securities shall accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from the Issue Date until the principal hereof is due.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities, and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful.

          (b) Additional Interest. The holder of this Security is entitled to
the benefits of an Exchange and Registration Rights Agreement, dated as of May
30, 2003 among the Company, Pliant Corporation International, Pliant Film
Products of Mexico, Inc., Pliant Solutions Corporation, Pliant Packaging of
Canada, LLC, Uniplast Holdings Inc., Uniplast U.S., Inc., Turex, Inc., Pierson
Industries, Inc. and Uniplast Midwest, Inc. (the "Note Guarantors") and the
Initial Purchasers named therein (the "Registration Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registration Agreement. Subject to the terms of the
Registration Agreement, if (i) the Shelf Registration Statement or Exchange
Offer Registration Statement, as applicable under the Registration Agreement, is
not filed with the Commission on or prior to the date specified in the
Registration Agreement, (ii) the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, is not declared effective on
or prior to the date specified in the Registration Agreement, (iii) the
Registered Exchange Offer is not consummated on or prior to 190 days after the
Issue Date (other than in the event the Company files a Shelf Registration
Statement), or (iv) the Shelf Registration Statement is filed and declared
effective on or prior to the date specified in the Registration Agreement but
shall thereafter cease to be effective (at any time that the Company is
obligated to maintain the effectiveness thereof) without being succeeded within
60 days by an additional Registration Statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a "Registration
Default"), the Company shall pay liquidated damages to each holder of Transfer
Restricted Securities, during the period of such Registration Default, in an
amount equal to 1.0% per annum on the principal amount of the Securities
constituting Transfer Restricted Securities held by such Holder until the
applicable Registration Statement is filed or declared effective, the Registered
Exchange Offer is consummated or the Shelf Registration Statement again becomes
effective, an

<PAGE>

                                                                               6

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

2. Method of Payment

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

<PAGE>

                                                                               7

3. Paying Agent and Registrar

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

4. Indenture

          The Company issued the Securities under an Indenture dated as of May
30, 2003 (the "Indenture"), among the Company, the Note Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all terms and
provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

          The Securities are senior secured obligations of the Company. The
Company shall be entitled, subject to its compliance with Section 4.03 of the
Indenture, to issue Additional Securities pursuant to Section 2.01 of the
Indenture. This Security is one of the [Original Securities] [Additional
Securities] [Private Exchange Notes] referred to in the Indenture. The
Securities include the Original Securities, the Additional Securities and any
Exchange Notes and Private Exchange Notes issued in exchange for Initial
Securities pursuant to the Indenture. The Original Securities, the Additional
Securities and any Exchange Notes and Private Exchange Notes are treated as a
single class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, make asset sales and incur Liens. The Indenture also imposes
limitations on the ability of the Company and each Note Guarantor to consolidate
or merge with or into any other Person or the Company to convey, transfer or
lease all or substantially all its property.

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

<PAGE>

                                                                               8

          The Securities are secured on a second-priority basis by the Liens
created by the Security Documents pursuant to, and subject to, the terms of the
Indenture and the Intercreditor Agreement.

5. Optional Redemption

          Except as set forth in the following paragraph, the Securities shall
not be redeemable at the option of the Company prior to June 1, 2007. On or
after June 1, 2007, the Securities shall be redeemable at the option of the
Company, in whole or in part, on not less than 30 nor more than 60 days prior
notice, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest and liquidated damages, if
any, to the redemption date (subject to the right of holders of record on the
relevant record date to receive interest and liquidated damages, if any, due on
the relevant interest payment date), if redeemed during the 12-month period
commencing on June 1 of the years set forth below:

                                               REDEMPTION
                    YEAR                         PRICE
                    -------------------------------------
                    2007                        105.563%
                    2008                        102.781%
                    2009                        100.000%

          In addition, prior to June 1, 2006, the Company may redeem up to a
maximum of 35% of the original aggregate principal amount of the Securities
(calculated after giving effect to any issuance of Additional Securities) with
the Net Cash Proceeds of one or more Equity Offerings by the Company at a
redemption price equal to 111.125% of the principal amount thereof, plus accrued
and unpaid interest and liquidated damages, if any, thereon to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest and liquidated damages, if any, due on the relevant interest
payment date); provided, however, that after giving effect to any such
redemption, at least 65% of the original aggregate principal amount of the
Securities (calculated after giving effect to any issuance of Additional
Securities) remains outstanding, and any such redemption shall be made within
120 days of such Equity Offering upon not less than 30 nor more than 60 days
notice mailed to each holder of Securities being redeemed and otherwise in
accordance with the procedures set forth in the Indenture.

6. Sinking Fund

          The Securities are not subject to any sinking fund.

<PAGE>

                                                                               9

7. Notice of Redemption

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

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

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

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

9. Denominations; Transfer; Exchange

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

10. Persons Deemed Owners

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

<PAGE>

                                                                              10

11. Unclaimed Money

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

12. Discharge and Defeasance

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

13. Amendment, Waiver

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

14. Defaults and Remedies

          If an Event of Default occurs (other than an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Company)
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the outstanding Securities may declare the principal of and accrued
but unpaid interest on all the Securities to be due and payable. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Company occurs, the principal of and

<PAGE>

                                                                              11

interest on all the Securities shall become immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders. Under
certain circumstances, the Holders of a majority in principal amount of the
outstanding Securities may rescind any such acceleration with respect to the
Securities and its consequences.

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

15. Trustee Dealings with the Company

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

16. No Recourse Against Others

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

<PAGE>

                                                                              12

17. Authentication

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

18. 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).

19. Governing Law

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

20. CUSIP and ISIN Numbers

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

21. Designated Senior Indebtedness

          For purposes of the Senior Subordinated Notes Indentures, the
Securities and the Note Guarantees shall constitute Designated Senior
Indebtedness (as such term is defined in the Senior Subordinated Notes
Indentures) of the Company and the Note Guarantors, as the case may be.

          The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in it
the text of this Security.

<PAGE>

                                                                              13

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint              agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.

________________________________________________________________________________

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

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

Signature Guarantee:

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

<PAGE>

                                                                              14

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

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

The undersigned (check one box below):

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

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

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

CHECK ONE BOX BELOW

(1)      [ ]   to the Company; or

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

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

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

(5)      [ ]   outside the United States in an offshore transaction within the
               meaning of Regulation S under the Securities Act of 1933 in
               compliance with Rule 904 under the Securities Act of 1933 and
               such security shall be held immediately after the 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

<PAGE>

                                                                              15

(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 Securities evidenced by this certificate in the
          name of any Person other than the registered Holder thereof; provided,
          however, that if box (5) or (6) is checked, the Trustee may require,
          prior to registering any such transfer of the Securities, such legal
          opinions, certifications and other information required by the
          Indenture to confirm that such transfer is being made pursuant to an
          exemption from, or in a transaction not subject to, the registration
          requirements of the Securities Act of 1933.


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

Signature Guarantee:

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

<PAGE>

                                                                              16

              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated: ________________
                                           ------------------------------------
                                                NOTICE:  To be executed by
                                                   an executive officer

<PAGE>

                                                                              17

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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

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

</TABLE>

<PAGE>

                                                                              18

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the
Indenture, check the box:

                   Asset Disposition [ ] Change of Control [ ]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount
($1,000 or an integral multiple thereof):

$

Date: __________________ Your Signature:
                                         ----------------------
(Sign exactly as your name appears on the other side of the Security)


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

<PAGE>

                                                                       EXHIBIT B

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

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

<PAGE>

                                                                               2

No.                                                                  $__________

                      11 1/8% Senior Secured Note due 2009

                                                            CUSIP No. __________
                                                             ISIN No. __________

          PLIANT CORPORATION, a Utah corporation, promises to pay to Cede & Co.,
or registered assigns, the principal sum [listed on the Schedule of Increases or
Decreases in Global Security attached hereto]/3/ [of $______] on September 1,
2009.

          Interest Payment Dates: March 1 and September 1.

          Record Dates: February 15 and August 15.

----------
/3/

<PAGE>

                                                                               3

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

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

                                         PLIANT CORPORATION,

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

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

Dated:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

WILMINGTON TRUST COMPANY,

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

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

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

<PAGE>

                                                                               4

                     [FORM OF REVERSE SIDE OF EXCHANGE NOTE]

                      11 1/8% Senior Secured Note due 2009

1.  Interest

          PLIANT CORPORATION, a Utah corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company shall pay interest
semiannually on March 1 and September 1 of each year, beginning September 1,
2003. Interest on the Securities shall accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from the Issue Date until the principal hereof is due.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities, and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful.

2.  Method of Payment

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

3.  Paying Agent and Registrar

          Initially, WILMINGTON TRUST COMPANY , a Delaware banking corporation
(the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent or Registrar without notice. The Company or any

<PAGE>

                                                                               5

of its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent or Registrar.

4.  Indenture

          The Company issued the Securities under an Indenture dated as of May
30, 2003 (the "Indenture"), between among the Company, the Note Guarantors and
the Trustee. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture
(the "TIA"). Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to all
terms and provisions of the Indenture, and Holders (as defined in the Indenture)
are referred to the Indenture and the TIA for a statement of such terms and
provisions.

          The Securities are senior secured obligations of the Company. The
Company shall be entitled, subject to its compliance with Section 4.03 of the
Indenture, to issue Additional Securities pursuant to Section 2.01 of the
Indenture. This Security is one of the Exchange Notes referred to in the
Indenture. The Securities include the Original Securities, the Additional
Securities and any Exchange Notes and Private Exchange Notes issued in exchange
for the Initial Securities pursuant to the Indenture. The Original Securities,
the Additional Securities, the Exchange Notes and the Private Exchange Notes are
treated as a single class of securities under the Indenture. The Indenture
imposes certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness,
enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, enter into or permit certain
transactions with Affiliates, make Asset Sales and incur Liens. The Indenture
also imposes limitations on the ability of the Company and each Note Guarantor
to consolidate or merge with or into any other Person or the Company to convey,
transfer or lease all or substantially all of its property.

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

          The Securities are secured on a second-priority basis by the Liens
created by the Security Documents pursuant to, and subject to, the terms of the
Indenture and the Intercreditor Agreement.

5.  Optional Redemption

          Except as set forth in the following paragraph, the Securities shall
not be redeemable at the option of the Company prior to June 1, 2007. On or
after June 1, 2007,

<PAGE>

                                                                               6

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

                                                 REDEMPTION
                    YEAR                            PRICE
                    ---------------------------------------
                    2007                           105.563%
                    2008                           102.781%
                    2009                           100.000%

          In addition, prior to June 1, 2006, the Company may redeem up to a
maximum of 35% of the original aggregate principal amount of the Securities
(calculated after giving effect to any issuance of Additional Securities) with
the Net Cash Proceeds of one or more Equity Offerings (i) by the Company at a
redemption price equal to 111.125% of the principal amount thereof, plus accrued
and unpaid interest and liquidated damages thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Securities (calculated after giving effect to
any issuance of Additional Securities) remains outstanding, and any such
redemption shall be made within 120 days of such Equity Offering upon not less
than 30 nor more than 60 days notice mailed to each Holder of Securities being
redeemed and otherwise in accordance with the procedures set forth in the
Indenture.

6.  Sinking Fund

          The Securities are not subject to any sinking fund.

7.  Notice of Redemption

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

<PAGE>

                                                                               7

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

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

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

9.  Denominations; Transfer; Exchange

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

10. Persons Deemed Owners

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

11. Unclaimed Money

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

12. Discharge and Defeasance

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

<PAGE>

                                                                               8

13. Amendment, Waiver

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

14. Defaults and Remedies

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

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

<PAGE>

                                                                               9

indemnity and (v) the Holders of a majority in principal amount of the
outstanding Securities have not given the Trustee a direction inconsistent with
such request within such 60-day period. Subject to certain restrictions, the
Holders of a majority in principal amount of the outstanding Securities are
given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability. Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification or security
reasonably satisfactory to it against all losses and expenses caused by taking
or not taking such action.

15. Trustee Dealings with the Company

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

16. No Recourse Against Others

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

17. Authentication

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

18. 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).

19. Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS

<PAGE>

                                                                              10

OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.

20. CUSIP and ISIN Numbers

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

21. Designated Senior Indebtedness.

          For purposes of the Senior Subordinated Notes Indentures, the
Securities and the Note Guarantees shall constitute Designated Senior
Indebtedness (as such term is defined in the Senior Subordinated Notes
Indentures) of the Company and the Note Guarantors, as the case may be.

          The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in it
the text of this Security.

<PAGE>

                                                                              11

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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


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

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


________________________________________________________________________________

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

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

Signature Guarantee:

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

<PAGE>

                                                                              12

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the
Indenture, check the box:

                   Asset Disposition [ ] Change of Control [ ]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount
($1,000 or an integral multiple thereof):

$

Date: __________________ Your Signature:
                                         ------------------
(Sign exactly as your name appears on the other side of the Security)


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

<PAGE>

                                                                              13

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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

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

</TABLE>

<PAGE>

                                                                       EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE

                    SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
               as of          , among [GUARANTOR] (the "New Guarantor"), a
               subsidiary of PLIANT CORPORATION (or its successor), a Utah
               corporation (the "Company"), [OTHER EXISTING GUARANTORS] and
               WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
               trustee under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H :

          WHEREAS the Company and [OLD GUARANTORS] (the "Existing Guarantors")
has heretofore executed and delivered to the Trustee an Indenture (the
"Indenture") dated as of May 30, 2003, providing for the issuance initially of
an aggregate principal amount of $250,000,000 of 11 1/8% Senior Secured Notes
due 2009 (the "Securities");

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

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

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

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

          2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all

<PAGE>

                                                                               2

purposes, and every holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby.

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

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

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

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

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

                                         [NEW GUARANTOR],

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

                                         PLIANT CORPORATION,

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

<PAGE>

                                                                               3

                                         [OTHER EXISTING GUARANTORS],

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

                                         WILMINGTON TRUST COMPANY, as Trustee,

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

<PAGE>

                                                                       EXHIBIT D

                                     Form of
                       Transferee Letter of Representation

Pliant Corporation
1515 Woodfield Road, Suite 600
Schaumburg, Illinois 60173

Ladies and Gentlemen:

          This certificate is delivered to request a transfer of $     principal
amount of the 11 1/8% Senior Secured Notes due 2009 (the "Notes") of Pliant
Corporation (the "Issuer").

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

Name:_________________________________________________________________

Address:_______________________________________________________________

Taxpayer ID Number:____________________________________________________

The undersigned represents and warrants to you that:

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

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

<PAGE>

                                                                               2

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

                                                   TRANSFEREE:_________________,

                                                  by:
                                                     ---------------------------