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                                                                     Exhibit 4.1


                                  GEO SUB CORP.
                                   (as Issuer)

                            11% SENIOR NOTES DUE 2012

                                   ----------

                                    INDENTURE

                            DATED AS OF MAY 18, 2004

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION

                                  (as Trustee)

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                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE...............................................1

     SECTION 1.1         Definitions...............................................................1
     SECTION 1.2         Other Definitions........................................................26
     SECTION 1.3         Incorporation by Reference of Trust Indenture Act........................28
     SECTION 1.4         Rules of Construction....................................................28

ARTICLE II THE NOTES..............................................................................29

     SECTION 2.1         Form and Dating..........................................................29
     SECTION 2.2         Execution and Authentication.............................................29
     SECTION 2.3         Registrar, Paying Agent and Depositary...................................30
     SECTION 2.4         Paying Agent to Hold Money in Trust......................................30
     SECTION 2.5         Holder Lists.............................................................30
     SECTION 2.6         Transfer and Exchange....................................................30
     SECTION 2.7         Replacement Notes........................................................42
     SECTION 2.8         Outstanding Notes........................................................42
     SECTION 2.9         Treasury Notes...........................................................42
     SECTION 2.10        Temporary Notes..........................................................42
     SECTION 2.11        Cancellation.............................................................43
     SECTION 2.12        Defaulted Interest.......................................................43
     SECTION 2.13        CUSIP Numbers............................................................44
     SECTION 2.14        Issuance of Additional Notes.............................................44

ARTICLE III REDEMPTION............................................................................44

     SECTION 3.1         Notices to Trustee.......................................................44
     SECTION 3.2         Selection of Notes to Be Redeemed........................................44
     SECTION 3.3         Notice of Redemption.....................................................45
     SECTION 3.4         Effect of Notice of Redemption...........................................45
     SECTION 3.5         Deposit of Redemption Price..............................................45
     SECTION 3.6         Notes Redeemed in Part...................................................46
     SECTION 3.7         Optional Redemption......................................................46
     SECTION 3.8         No Mandatory Redemption..................................................47

ARTICLE IV COVENANTS..............................................................................47

     SECTION 4.1         Payment of Notes.........................................................47
     SECTION 4.2         Maintenance of Office or Agency..........................................47
     SECTION 4.3         Commission Reports and Reports to Holders................................48
     SECTION 4.4         Compliance Certificate...................................................48
     SECTION 4.5         Taxes....................................................................49
     SECTION 4.6         Stay, Extension and Usury Laws...........................................49
     SECTION 4.7         Limitation on Incurrence Of Additional Indebtedness and
                         disqualified capital stock...............................................49
     SECTION 4.8         Limitation on Liens Securing Indebtedness................................51
     SECTION 4.9         Limitation on Restricted Payments........................................51
     SECTION 4.10        Limitation on Dividends and Other Payment Restrictions
                         Affecting Subsidiaries...................................................53
     SECTION 4.11        Limitation on Transactions with Affiliates...............................55
     SECTION 4.12        Limitation on Sale of Assets and Subsidiary Stock........................55
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     SECTION 4.13        Repurchase of Notes At The Option Of The Holder upon a
                         Change of Control........................................................58
     SECTION 4.14        Guarantors...............................................................60
     SECTION 4.15        Limitation On Status As Investment Company...............................60
     SECTION 4.16        Maintenance of Properties and Insurance..................................60
     SECTION 4.17        Corporate Existence......................................................60
     SECTION 4.18        Limitation on Lines of Business..........................................61
     SECTION 4.19        Limitation on Layering Indebtedness......................................61

ARTICLE V SUCCESSORS..............................................................................61

     SECTION 5.1         Merger, Consolidation or Sale of Assets..................................61
     SECTION 5.2         SUCCESOR CORPORATION SUBSTITUTED.........................................62

ARTICLE VI DEFAULTS AND REMEDIES..................................................................62

     SECTION 6.1         Events of Default........................................................62
     SECTION 6.2         Acceleration.............................................................63
     SECTION 6.3         Other Remedies...........................................................64
     SECTION 6.4         Waiver of Past Defaults..................................................64
     SECTION 6.5         Control by Majority......................................................65
     SECTION 6.6         Limitation on Suits......................................................65
     SECTION 6.7         Rights of Holders of Notes to Receive Payment............................65
     SECTION 6.8         Collection Suit by Trustee...............................................65
     SECTION 6.9         Trustee May File Proofs of Claim.........................................66
     SECTION 6.10        Priorities...............................................................66
     SECTION 6.11        Undertaking for Costs....................................................67

ARTICLE VII TRUSTEE...............................................................................67

     SECTION 7.1         Duties of Trustee........................................................67
     SECTION 7.2         Rights of Trustee........................................................68
     SECTION 7.3         Individual Rights of Trustee.............................................69
     SECTION 7.4         Trustee's Disclaimer.....................................................69
     SECTION 7.5         Notice of Defaults.......................................................69
     SECTION 7.6         Reports by Trustee to Holders of the Notes...............................69
     SECTION 7.7         Compensation and Indemnity...............................................70
     SECTION 7.8         Replacement of Trustee...................................................70
     SECTION 7.9         Successor Trustee by Merger, etc.........................................71
     SECTION 7.10        Eligibility; Disqualification............................................71
     SECTION 7.11        Preferential Collection of Claims Against Company........................72

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE..............72

     SECTION 8.1         Option to Effect Legal Defeasance or Covenant Defeasance.................72
     SECTION 8.2         Legal Defeasance and Discharge...........................................72
     SECTION 8.3         Covenant Defeasance......................................................73
     SECTION 8.4         Conditions to Legal or Covenant Defeasance...............................73
     SECTION 8.5         Deposited Money and Government Securities to be Held in Trust;
                         Other Miscellaneous Provisions...........................................74
     SECTION 8.6         Repayment to Company.....................................................75
     SECTION 8.7         Reinstatement............................................................75
     SECTION 8.8         SATISFACTION AND DISCHARGE...............................................76
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ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER.......................................................76

     SECTION 9.1         Without Consent of Holders of Notes......................................76
     SECTION 9.2         With Consent of Holders of Notes.........................................77
     SECTION 9.3         Compliance with Trust Indenture Act......................................79
     SECTION 9.4         Revocation and Effect of Consents........................................79
     SECTION 9.5         Notation on or Exchange of Notes.........................................79
     SECTION 9.6         Trustee to Sign Amendments, etc..........................................80

ARTICLE X GUARANTEES..............................................................................80

     SECTION 10.1        Guarantees...............................................................80
     SECTION 10.2        Execution and Delivery of Guarantees.....................................81
     SECTION 10.3        Guarantors May Consolidate, etc., on Certain Terms.......................82
     SECTION 10.4        Release of Guarantors....................................................82
     SECTION 10.5        Limitation of Guarantor's Liability; certain bankruptcy events...........83
     SECTION 10.6        Application of Certain Terms and Provisions to the  Guarantors...........83

ARTICLE XI MISCELLANEOUS..........................................................................84

     SECTION 11.1        Trust Indenture Act Controls.............................................84
     SECTION 11.2        Notices..................................................................84
     SECTION 11.3        Communication by Holders of Notes with Other Holders of Notes............85
     SECTION 11.4        Certificate and Opinion as to Conditions Precedent.......................85
     SECTION 11.5        Statements Required in Certificate or Opinion............................85
     SECTION 11.6        Rules by Trustee and Agents..............................................86
     SECTION 11.7        No Personal Liability of Directors, Officers,
                         Employees and Stockholders...............................................86
     SECTION 11.8        Governing Law............................................................86
     SECTION 11.9        No Adverse Interpretation of Other Agreements............................86
     SECTION 11.10       Successors...............................................................86
     SECTION 11.11       Severability.............................................................87
     SECTION 11.12       Counterpart Originals....................................................87
     SECTION 11.13       Table of Contents, Headings, Etc. .......................................87
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     INDENTURE, dated as of May 18, 2004, by and among GEO Sub Corp., a Delaware
corporation (the "Issuer"), to be merged with and into Gundle/SLT Environmental,
Inc., a Delaware corporation (the "Company"), with the Company as the surviving
corporation, U.S. Bank National Association, as trustee (including any
successors thereto, the "Trustee"), and upon consummation of the Merger (as
defined herein), the Company and the Guarantors (as defined herein).

     Pursuant to the Merger Agreement (as defined herein) the Issuer will be
merged with and into the Company, with the Company as the surviving corporation
and an indirect wholly owned subsidiary of Parent (as defined herein). Upon
consummation of the Merger, the Company will assume the Issuer's obligations
under this Indenture and will cause its Subsidiaries (as defined below) to
become Guarantors to the extent required by this Indenture.

     Each party agrees as follows for the benefit of each other and for the
benefit of the Holders of the 11% Senior Notes due 2012 (the "Series A Notes")
and the 11% Series B Senior Notes due 2012 (the "Series B Notes" and, together
with the Series A Notes, the "Notes"):

                                    ARTICLE I
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.1    DEFINITIONS

     "144A GLOBAL NOTE" means one or more Global Notes bearing the Private
Placement Legend, that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Notes sold in reliance
on Rule 144A.

     "ACCRUED BANKRUPTCY INTEREST" means, with respect to any Indebtedness, all
interest accruing thereon after the filing of a petition by or against the
Company or any of its Subsidiaries under any Bankruptcy Law, in accordance with
and at the rate (including any rate applicable upon any default or event of
default, to the extent lawful) specified in the documents evidencing or
governing such Indebtedness, whether or not the claim for such interest is
allowed as a claim after such filing in any proceeding under such Bankruptcy
Law.

     "ACQUIRED INDEBTEDNESS" means Indebtedness (including Disqualified Capital
Stock) of any Person existing at the time such Person becomes a Subsidiary of
the Company, including by designation, or is merged or consolidated into or with
the Company or one of its Subsidiaries.

     "ADDITIONAL NOTES" means additional Notes which may be issued after the
Issue Date pursuant to this Indenture (other than pursuant to an Exchange Offer
or otherwise in exchange for or in replacement of outstanding Notes). All
references herein to "Notes" shall be deemed to include Additional Notes except
as stated otherwise.

     "ACQUISITION" means the purchase or other acquisition of any Person or all
or substantially all the assets of any Person by any other Person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.

     "AFFILIATE" means, with respect to any Person, any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, the term "control"
means the power to direct the management and policies of a Person,

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directly or through one or more intermediaries, whether through the ownership of
voting securities, by contract, or otherwise; PROVIDED, that with respect to
ownership interest in the Company and its Subsidiaries, a Beneficial Owner of
10% or more of the total voting power normally entitled to vote in the election
of directors, managers or trustees, as applicable, shall for such purposes be
deemed to possess control. Notwithstanding the foregoing, Affiliate shall not
include Wholly Owned Subsidiaries.

     "APPLICABLE LEVERAGE RATIO" means, (1) with respect to any Incurrence Date
on or after the Issue Date and on or prior to May 15, 2005, 5.25 to 1.0, (2)
with respect to any Incurrence Date after May 15, 2005 and on or prior to May
15, 2006, 5.00 to 1.0, (3) with respect to any Incurrence Date after May 15,
2006 and on or prior to May 15, 2007, 4.75 to 1.0, (4) with respect to any
Incurrence Date after May 15, 2007 and on or prior to May 15, 2008, 4.50 to 1.0,
and (5) with respect to any Incurrence Date after May 15, 2008, 4.25 to 1.0.

     "AGENT" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

     "APPLICABLE PREMIUM" means, with respect to the Notes at any Redemption
Date, the greater of:

          (a)  1.0% of the principal amount of such Notes; and

          (b)  the excess of

               (i)       the present value at such Redemption Date of (i) the
redemption price of such Notes at May 15, 2008 (such redemption price being
described under Section 3.7 hereof plus (ii) all accrued and unpaid interest
required to be paid on such Notes through May 15, 2008, computed using a
discount rate equal to the Treasury Rate plus 0.50% per annum, over

               (ii)      the principal amount of such Notes on such Redemption
Date.

     "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange at
the relevant time.

     "AVERAGE LIFE" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (1) the sum of the
products (a) of the number of years from the date of determination to the date
or dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (2) the sum of all such principal (or redemption)
payments.

     "BANKRUPTCY CODE" means the United States Bankruptcy Code, codified at 11
U.S.C. Section 101-1330, as amended.

     "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar Federal, state
or foreign law for the relief of debtors.

     "BENEFICIAL OWNER" or "BENEFICIAL OWNER," for purposes of the definition of
Change of Control and Affiliate, has the meaning attributed to it in Rules 13d-3
and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or
not applicable.

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     "BOARD OF DIRECTORS" means the board of directors of the Company or Parent,
as applicable, or any committee of the board of directors authorized, with
respect to any particular matter, to exercise the power of the board of
directors of the Company or Parent, as applicable.

     "BROKER DEALER" means any broker-dealer that receives Exchange Notes for
its own account in the Exchange Offer in exchange for Notes that were acquired
by such broker-dealer as a result of market-making or other trading activities.

     "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.

     "CAPITAL CONTRIBUTION" means any contribution to the equity of the Company
from a direct or indirect parent of the Company for which no consideration other
than the issuance of Qualified Capital Stock is given.

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

     "CAPITAL STOCK" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

     "CASH EQUIVALENT" means:

          (a)  securities issued or directly and fully guaranteed or insured by
the United States of America or any agency or instrumentality thereof (PROVIDED,
that the full faith and credit of the United States of America is pledged in
support thereof), or

          (b)  time deposits and certificates of deposit and commercial paper
issued by the parent corporation of any domestic commercial bank of recognized
standing having capital and surplus in excess of $500 million, or

          (c)  commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Corporation or at least P-2 or the
equivalent thereof by Moody's Investors Service, Inc.,

               and in the case of each of (a), (b), and (c) maturing within one
year after the date of acquisition, or

          (d)  repurchase obligations with a term of not more than ten days for
underlying securities of the types described in clause (a) above entered into
with any commercial bank meeting the specifications of clause (b) above, or

          (e)  investments in money market or other mutual funds, 95% of whose
assets comprise securities of the types described in clauses (a) through (d)
above.

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     "CHANGE OF CONTROL" means: (1) Parent shall cease to own beneficially all
of the Equity Interests of the Company, (2) prior to consummation of an Initial
Public Offering the Permitted Holders shall cease to beneficially own, in the
aggregate, a majority of the voting power of the Voting Equity Interests of
Parent; or (3) following the consummation of an Initial Public Offering after
the Issue Date, (A) any merger or consolidation of Parent with or into any
Person or any sale, transfer or other conveyance, whether direct or indirect, of
all or substantially all of the assets of Parent or the Company, on a
consolidated basis, in one transaction or a series of related transactions, if,
immediately after giving effect to such transaction(s), any "person" (including
any group that is deemed to be a "person") (other than the Permitted Holders) is
or becomes the "beneficial owner," directly or indirectly, of more than 35% of
the aggregate voting power of the Voting Equity Interests of the transferee(s)
or surviving entity or entities, (B) any "person" (including any group that is
deemed to be a "person") (other than the Permitted Holders) is or becomes the
"beneficial owner," directly or indirectly, of more than 35% of the aggregate
voting power of the Voting Equity Interests of Parent, (C) the Continuing
Directors cease for any reason to constitute a majority of Parent's or the
Company's Board of Directors then in office, (D) Parent or the Company adopts a
plan of liquidation or (E) any merger or consolidation of Parent with or into
another Person or the merger of another Person (other than the Permitted
Holders) with or into Parent, or the sale of all or substantially all of the
assets of Parent to another Person, if Parent's securities that are outstanding
immediately prior to such transaction and which represent 100% of the aggregate
voting power of the Company's Voting Equity Interests 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, a majority of the aggregate voting power of
the Voting Equity Interests of the Surviving Person or transferee. As used in
this definition, "person" (including any group that is deemed to be a "person")
has the meaning given by Section 13(d) of the Exchange Act, whether or not
applicable.

     "CLEARSTREAM" means Clearstream Banking Luxembourg, or its successors.

     "COMMISSION" means the Securities and Exchange Commission.

     "CONSOLIDATED COVERAGE RATIO" of any Person on any date of determination
(the "TRANSACTION DATE") means the ratio, on a PRO FORMA basis, of (a) the
aggregate amount of Consolidated EBITDA of such Person attributable to
continuing operations and businesses (exclusive of amounts attributable to
operations and businesses permanently discontinued or disposed of) for the
Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person
(exclusive of amounts attributable to operations and businesses permanently
discontinued or disposed of, but only to the extent that the obligations giving
rise to such Consolidated Fixed Charges would no longer be obligations
contributing to such Person's Consolidated Fixed Charges subsequent to the
Transaction Date) during the Reference Period; PROVIDED, that for purposes of
such calculation:

          (a)  Acquisitions which occurred during the Reference Period or
subsequent to the Reference Period and on or prior to the Transaction Date shall
be assumed to have occurred on the first day of the Reference Period,

          (b)  transactions giving rise to the need to calculate the
Consolidated Coverage Ratio shall be assumed to have occurred on the first day
of the Reference Period,

          (c)  the incurrence of any Indebtedness (including issuance of any
Disqualified Capital Stock) during the Reference Period

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or subsequent to the Reference Period and on or prior to the Transaction Date
(and the application of the proceeds therefrom to the extent used to refinance
or retire other Indebtedness) (other than Indebtedness incurred under any
revolving credit facility) shall be assumed to have occurred on the first day of
the Reference Period, and

          (d)  the Consolidated Fixed Charges of such Person attributable to
interest on any Indebtedness or dividends on any Disqualified Capital Stock
bearing a floating interest (or dividend) rate shall be computed on a PRO FORMA
basis as if the average rate in effect from the beginning of the Reference
Period to the Transaction Date had been the applicable rate for the entire
period, unless such Person or any of its Subsidiaries is a party to an Interest
Swap or Hedging Obligation (which shall remain in effect for the 12-month period
immediately following the Transaction Date) that has the effect of fixing the
interest rate on the date of computation, in which case such rate (whether
higher or lower) shall be used.

     "CONSOLIDATED EBITDA" means, with respect to any Person, for any period,
the Consolidated Net Income of such Person for such period adjusted to add
thereto (to the extent deducted from net revenues in determining Consolidated
Net Income), without duplication, the sum of

          (a)  Consolidated income tax expense and any payments made to a parent
entity pursuant to clause (h) of Section 4.9 hereof,

          (b)  Consolidated depreciation and amortization expense,

          (c)  Consolidated Fixed Charges,

          (d)  without duplication, any other non-cash charges reducing
Consolidated Net Income for such period, excluding any such charge that
represents an accrual or reserve for a cash expenditure for a future period,

          (e)  fees and expenses incurred in connection with the Merger
(including the related financing transactions), substantially as described in
the Offering Memorandum, and

          (f)  Management Fees paid,

less (i) non-cash items increasing Consolidated Net Income of such Person for
such period, excluding any items which represent the reversal of any accrual of,
or cash reserve for, anticipated cash charges in any prior period and (ii) the
amount of all cash payments made by such Person or any of its Subsidiaries
during such period to the extent such payments relate to non-cash charges that
were added back in determining Consolidated EBITDA for such period or any prior
period; provided, that consolidated income tax expense and depreciation and
amortization of a Subsidiary that is a less than Wholly Owned Subsidiary shall
only be added to the extent of the Equity Interest of the Company in such
Subsidiary.

     "CONSOLIDATED FIXED CHARGES" of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of:

          (a)  interest expensed or capitalized, paid, accrued, or scheduled to
be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such Person and its
Consolidated Subsidiaries during such period, including (1) original issue
discount and non-cash interest payments (but excluding any non-cash

                                        5
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interest expense attributable to the movement in the mark to market valuation of
Hedging Obligations pursuant to Financial Accounting Standards Board Statement
No. 133--"Accounting for Derivative Instruments and Hedging Activities") or
accruals on any Indebtedness, (2) the interest portion of all deferred payment
obligations, and (3) all commissions, discounts and other fees and charges owed
with respect to bankers' acceptances and letters of credit financings and
currency and Interest Swap and Hedging Obligations, in each case to the extent
attributable to such period,

          (b)  the amount of dividends accrued or payable (or guaranteed) by
such Person or any of its Consolidated Subsidiaries in respect of Preferred
Stock (other than by Subsidiaries of such Person to such Person or such Person's
Wholly Owned Subsidiaries and other than those paid solely in Equity Interests
other than Disqualified Capital Stock), and

          (c)  the amount of dividends accrued or payable in respect of any
Disqualified Capital Stock of such Person and its Subsidiaries (other than those
paid solely in Equity Interests other than Disqualified Capital Stock).

     For purposes of this definition, (x) interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined
in good faith by the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP and (y) interest expense
attributable to any Indebtedness represented by the guaranty by such Person or a
Subsidiary of such Person of an obligation of another Person shall be deemed to
be the interest expense attributable to the Indebtedness guaranteed.

     "CONSOLIDATED NET INCOME" means, with respect to any Person for any period,
the net income (or loss) of such Person and its Consolidated Subsidiaries
(determined on a consolidated basis in accordance with GAAP) for such period,
minus an amount equal to any payments made to a parent entity pursuant to clause
(h) of Section 4.9 and adjusted to exclude (only to the extent included in
computing such net income (or loss) and without duplication):

          (a)  any payments and expenses in connection with the patent
infringement litigation involving Poly-America, L.P., in an amount not to exceed
the amount deposited as of the Issue Date pursuant to the Collateral Agreement,
dated January 13, 2004, between the Company and Westchester Fire Insurance
Company, agent, for itself and for Insurance Company of North America, Pacific
Employers Insurance Company, and Indemnity Insurance Company of North America,

          (b)  other than for purposes of calculating Consolidated Net Income
pursuant to the first paragraph of Section 4.9 hereof, all gains or losses that
are either extraordinary (as determined in accordance with GAAP) or are either
unusual or nonrecurring (including any gain or loss, in each case, on an after
tax basis realized from the sale or other disposition of assets outside the
ordinary course of business or from the issuance or sale of any capital stock),

          (c)  the net income, if positive, of any Person, other than a
Consolidated Subsidiary, in which such Person or any of its Consolidated
Subsidiaries has an interest, except to the extent of the amount of any
dividends or distributions actually paid in cash to such Person or a
Consolidated Subsidiary of such Person during such period, but in any case not
in excess of such Person's PRO RATA share of such Person's net income for such
period,

          (d)  the net income, if positive, of any of such Person's Consolidated
Subsidiaries to the extent that the declaration or payment of dividends or
similar distributions is

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not at the time permitted by operation of the terms of its charter or bylaws or
any other agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Consolidated Subsidiary,

          (e)  any goodwill impairment charges pursuant to Financial Accounting
Standards Board Statement No. 142,

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

          (g)  gains and losses due solely to fluctuations in currency values
and the tax effects according to GAAP.

     "CONSOLIDATED SUBSIDIARY" means, for any Person, each Subsidiary of such
Person (whether now existing or hereafter created or acquired) the financial
statements of which are consolidated for financial statement reporting purposes
with the financial statements of such Person in accordance with GAAP.

     "CONSOLIDATION" means, with respect to the Company, the consolidation of
the accounts of the Subsidiaries with those of the Company, all in accordance
with GAAP; PROVIDED that "Consolidation" will not include the consolidation of
the accounts of any Unrestricted Subsidiary with the accounts of the Company.
The term "consolidated" has a correlative meaning to the foregoing.

     "CONTINUING DIRECTOR" means during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors (together with any new directors whose
election by such Board of Directors or whose nomination for election by the
shareholders of Parent or the Company was approved by a vote of a majority of
the directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved, including new directors designated in or provided for in an agreement
regarding the merger, consolidation or sale, transfer or other conveyance, of
all or substantially all of the assets of the Company or the Parent, if such
agreement was approved by a vote of such majority of directors).

     "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 11.2 hereof or such other address as to which the
Trustee may give notice to the Company.

     "CREDIT AGREEMENT" means the credit agreement dated on or prior to the
closing of the Merger, by and among the Company, certain of its Subsidiaries,
certain financial institutions and UBS AG, Stamford Branch, as administrative
agent, providing for (A) up to an aggregate $25.0 million term loan facility,
and (B) up to an aggregate $40.0 million revolving credit facility, including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as such credit agreement and/or related
documents may be amended, restated, supplemented, renewed, replaced or otherwise
modified from time to time whether or not with the same agent, trustee,
representative lenders or holders, and, subject to the proviso to the next
succeeding sentence, irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Credit
Agreement" shall include agreements in respect of Interest Swap and Hedging
Obligations initially entered into with lenders (or Affiliates thereof) party to
the Credit Agreement and shall also include any amendment, amendment and
restatement, renewal, extension, restructuring, supplement or

                                        7
<Page>

modification to any Credit Agreement and all refundings, refinancings and
replacements of any Credit Agreement, including any credit agreement:

          (a)  extending the maturity of any Indebtedness incurred thereunder or
contemplated thereby,

          (b)  adding or deleting borrowers or guarantors thereunder, so long as
borrowers and issuers include one or more of the Company and its Subsidiaries
and their respective successors and assigns,

          (c)  increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; PROVIDED, that on the date such
Indebtedness is incurred it would not be prohibited by Section 4.7 hereof, or

          (d)  otherwise altering the terms and conditions thereof in a manner
not prohibited by the terms of this Indenture.

     "CREDIT FACILITIES" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced (including by
means of sales of debt securities to institutional investors) in whole or in
part from time to time.

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

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

     "DEFINITIVE NOTE" means one or more certificated Notes registered in the
name of the Holder thereof and issued in accordance with Section 2.6 hereof, in
the form of Exhibit A hereto except that such Note shall not include the
information called for by footnotes 3, 4 and 8 thereof.

     "DEPOSITARY" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.3 hereof as the
Depositary with respect to the Notes, until a successor will have been appointed
and become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depositary" will mean or include such successor.

     "DISQUALIFIED CAPITAL STOCK" means with respect to any Person, (a) Equity
Interests of such Person that, by its terms or by the terms of any security into
which it is convertible, exercisable or exchangeable, is, or upon the happening
of an event or the passage of time or both would be, required to be redeemed or
repurchased including at the option of the holder thereof by such Person or any
of its Subsidiaries, in whole or in part, on or prior to 91 days following the
Stated Maturity of the Notes and (b) any Equity Interests of any Subsidiary of
such Person other than any common equity with no preferences, privileges, and no
redemption or repayment provisions. Notwithstanding the foregoing, any Equity
Interests that would constitute Disqualified Capital Stock solely because the
holders thereof have the right to require the Company to repurchase such Equity
Interests upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Capital Stock if the terms of such Equity Interests
provide that the

                                        8
<Page>

Company may not repurchase or redeem any such Equity Interests pursuant to such
provisions prior to the Company's purchase of the Notes as are required to be
purchased pursuant to the provisions of Sections 4.12 and 4.13 hereof.

     "DISTRIBUTION COMPLIANCE PERIOD" means the 40-day distribution compliance
period as defined in Regulation S.

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

     "EUROCLEAR" means Euroclear Bank S.A./N.V., or its successor, as operator
of the Euroclear system.

     "EVENT OF LOSS" means, with respect to any property or asset, any (1) loss,
destruction or damage of such property or asset or (2) any condemnation, seizure
or taking, by exercise of the power of eminent domain or otherwise, of such
property or asset, or confiscation or requisition of the use of such property or
asset.

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

     "EXCHANGE NOTES" means the Series B Notes issued in the Exchange Offer
pursuant to Section 2.6(f) hereof.

     "EXCHANGE OFFER" shall have the meaning set forth in the Registration
Rights Agreement.

     "EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning set forth in
the Registration Rights Agreement.

     "EXEMPTED AFFILIATE TRANSACTION" means (a) customary employee compensation
arrangements approved by a majority of independent (as to such transactions)
members of the Board of Directors and reasonable and customary directors fees,
indemnification and similar arrangements, (b) transactions pursuant to the
Executive Securities Agreements entered into in connection with the Merger that
were disclosed in the Offering Memorandum, (c) dividends permitted under the
terms of the covenant discussed above under "Limitation on Restricted Payments,"
(d) transactions solely between or among the Company and any of its Subsidiaries
or solely among Subsidiaries of the Company, (e) payments to Affiliates as part
of the Merger Consideration and Related Costs that were disclosed in the
Offering Memorandum, (f) all sales of Qualified Capital Stock of the Company,
(g) the Management Agreement and, so long as no Default or Event of Default has
occurred and is continuing, any payment or transaction contemplated thereby, (h)
loans and advances permitted by clause (h) of the definition of "Permitted
Investments," and (i) payment of any Tax Payments that are not prohibited by
this Indenture.

     "EXISTING INDEBTEDNESS" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the Issue Date (after giving effect to the Merger and the Related Financing
Transactions, substantially as described in the Offering Memorandum), reduced to
the extent such amounts are repaid, refinanced or retired.

                                        9
<Page>

     "FOREIGN SUBSIDIARY" means any Subsidiary of the Company which (i) is not
organized under the laws of the United States, any state thereof or the District
of Columbia and (ii) conducts substantially all of its business operations
outside the United States of America.

     "FOREIGN SUBSIDIARY CREDIT AGREEMENTS" shall mean (i) the Demand Operating
Facility Agreement, dated as of June 5, 2003, between The Toronto-Dominion Bank
and Bentofix Technologies, Inc., (ii) the Loan Agreement, by way of confirmatory
bank letter dated November 19, 2002, between Commerzbank AG and GSE Lining
Technology GmbH and (iii) the Loan Agreement, by way of confirmatory bank letter
dated September 28, 2001, between Deutsche Bank and GSE Lining Technology GmbH,
(iv) the Overdraft Contract, dated as of June 29, 2003, between National Societe
General Bank and Hyma GSE Manufacturing Company (in the amount of L.E.
5,000,000, guaranteed by commercial papers) and (v) the Overdraft Contract,
dated as of June 29, 2003, between National Societe General Bank and Hyma GSE
Manufacturing Company (in the amount of L.E. 10,000,000, guaranteed by time
deposits), in each case, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, as such
may be amended, restated, supplemented, renewed, replaced or otherwise modified
from time to time whether or not with the same agent, trustee, representative
lenders or holders, and, subject to the proviso to the next succeeding sentence,
irrespective of any changes in the terms and conditions thereof. Without
limiting the generality of the foregoing, the term "Foreign Subsidiary Credit
Agreements" shall include agreements in respect of Interest Swap and Hedging
Obligations with lenders party to the Foreign Subsidiary Credit Agreements and
shall also include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to any Foreign Subsidiary Credit
Agreement and all refundings, refinancings and replacements of any Foreign
Subsidiary Credit Agreement, including any agreement:

          (a)  extending the maturity of any Indebtedness incurred thereunder or
contemplated thereby,

          (b)  adding or deleting borrowers or guarantors thereunder, so long as
borrowers and issuers include one or more of the Foreign Subsidiaries and their
respective successors and assigns,

          (c)  increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; provided, that on the date such
Indebtedness is incurred it would not be prohibited by Section 4.7 hereof, or

          (d)  otherwise altering the terms and conditions thereof in a manner
not prohibited by the terms of this Indenture.

     "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States as in effect on the Issue Date.

     "GLOBAL NOTES" means one or more Notes in the form of Exhibit A hereto that
includes the information referred to in footnotes 3, 4 and 8 to the form of
Note, attached hereto as Exhibit A, issued under this Indenture, that is
deposited with or on behalf of and registered in the name of the Depositary or
its nominee.

                                       10
<Page>

     "GLOBAL NOTE LEGEND" means the legend set forth in Section 2.6(g)(ii)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

     "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness. When used with respect to the Notes, a "Guarantee" means a
guarantee by the Guarantors of all or any part of the Notes, in accordance with
Article X hereof.

     "GUARANTOR" means each of the Company's present and future Subsidiaries
that at the time are guarantors of the Notes in accordance with this Indenture.

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

     "INDEBTEDNESS" of any Person means, without duplication,

          (a)  all liabilities and obligations, contingent or otherwise, of such
Person, to the extent such liabilities and obligations would appear as a
liability upon the consolidated balance sheet of such Person in accordance with
GAAP, (1) in respect of borrowed money (whether or not the recourse of the
lender is to any of the assets of such Person), (2) evidenced by bonds, notes,
debentures or similar instruments, or (3) representing the balance deferred and
unpaid of the purchase price of any property or services, except (other than
accounts payable or other obligations to trade creditors which have remained
unpaid for greater than 60 days past their original due date) those incurred in
the ordinary course of its business that would constitute ordinarily a trade
payable to trade creditors;

          (b)  all liabilities and obligations, contingent or otherwise, of such
Person (1) evidenced by bankers' acceptances or similar instruments issued or
accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3)
evidenced by a letter of credit or a reimbursement obligation of such Person
with respect to any letter of credit;

          (c)  all net obligations of such Person under Interest Swap and
Hedging Obligations;

          (d)  all liabilities and obligations of others of the kind described
in the preceding clause (a), (b) or (c) that such Person has guaranteed or
provided credit support or that is otherwise its legal liability or which are
secured by any assets or property of such Person;

          (e)  any and all deferrals, renewals, extensions, refinancing and
refundings (whether direct or indirect) of, or amendments, modifications or
supplements to, any liability of the kind described in any of the preceding
clauses (a), (b), (c) or (d), or this clause (e), whether or not between or
among the same parties; and

          (f)  all Disqualified Capital Stock of such Person (measured at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends).

                                       11
<Page>

     For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value to be determined in good faith by the
board of directors of the issuer (or managing general partner of the issuer) of
such Disqualified Capital Stock.

     The amount of any Indebtedness outstanding as of any date shall be (1) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, but the accretion of original issue discount in accordance with
the original terms of Indebtedness issued with an original issue discount will
not be deemed to be an incurrence and (2) the principal amount thereof, together
with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

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

     "INDIRECT PARTICIPANT" means an entity that, with respect to DTC, clears
through or maintains a direct or indirect, custodial relationship with a
Participant.

     "INITIAL PUBLIC OFFERING" means an underwritten public offering of common
stock of Parent in which gross proceeds to Parent are at least $50.0 million.

     "INITIAL PURCHASERS" mean the initial purchasers of the Series A Notes
under the Purchase Agreement, dated May 13, 2004, with respect to the Series A
Notes.

     "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

     "INTEREST PAYMENT DATE" means the stated due date of an installment of
interest on the Notes.

     "INTEREST SWAP AND HEDGING OBLIGATION" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

     "INVESTMENT" by any Person in any other Person means (without duplication):

          (a)  the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of Equity Interests, capital stock, bonds, notes, debentures,
partnership or other ownership interests or other securities, including any
options or warrants, of such other Person;

          (b)  the making by such Person of any deposit with, or advance, loan
or other extension of credit to, such other Person (including the purchase of
property from another Person

                                       12
<Page>

subject to an understanding or agreement, contingent or otherwise, to resell
such property to such other Person) or any commitment (other than a commitment
that is expressly subject to compliance with the terms of this Indenture) to
make any such advance, loan or extension (but excluding accounts receivable,
endorsements for collection or deposits arising in the ordinary course of
business);

          (c)  other than guarantees of Indebtedness of the Company or any
Guarantor to the extent permitted by Section 4.7 hereof, the entering into by
such Person of any guarantee of, or other credit support or contingent
obligation with respect to, Indebtedness or other liability of such other
Person;

          (d)  the making of any capital contribution by such Person to such
other Person; and

          (e)  the designation by the Board of Directors of any Person to be an
Unrestricted Subsidiary.

     The Company shall be deemed to make an Investment in an amount equal to the
fair market value of the net assets of any subsidiary (or, if neither the
Company nor any of its Subsidiaries has theretofore made an Investment in such
subsidiary, in an amount equal to the Investments being made), at the time that
such subsidiary is designated an Unrestricted Subsidiary, and any property
transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of
the Company shall be deemed an Investment valued at its fair market value at the
time of such transfer. The Company or any of its Subsidiaries shall be deemed to
have made an Investment in a Person that is or was required to be a Guarantor
if, upon the issuance, sale or other disposition of any portion of the Company's
or the Subsidiary's ownership in the Capital Stock of such Person, such Person
ceases to be a Guarantor. The fair market value of each Investment shall be
measured at the time made or returned, as applicable.

     "ISSUE DATE" means the date of first issuance of the Notes under this
Indenture.

     "LEVERAGE RATIO" on any date of determination (the "Determination Date")
means the ratio, on a pro forma basis, of (a) the aggregate amount of
Indebtedness of the Company and its Subsidiaries on a consolidated basis to (b)
the aggregate amount of Consolidated EBITDA of the Company attributable to
continuing operations and business (exclusive of amounts attributable to
operations and businesses permanently discontinued or disposed of) for the
Reference Period; PROVIDED, that for purposes of calculating Consolidated EBITDA
for this Leverage Ratio definition, (1) Acquisitions which occurred during the
Reference Period or subsequent to the Reference Period and on or prior to the
Determination Date shall be assumed to have occurred on the first day of the
Reference Period, (2) transactions giving rise to the need to calculate the
Leverage Ratio shall be assumed to have occurred on the first day of the
Reference Period, (3) the incurrence of any Indebtedness (including the issuance
of any Disqualified Capital Stock) during the Reference Period or subsequent to
the Reference Period and on or prior to the Determination Date (and the
application of the proceeds therefrom to the extent used to refinance or retire
other Indebtedness) shall be assumed to have occurred on the first day of the
Reference Period, (4) the Consolidated Fixed Charges of such Person attributable
to interest on any Indebtedness or dividends on any Disqualified Capital Stock
bearing a floating interest (or dividend) rate shall be computed on a pro forma
basis as if the average rate in effect from the beginning of the Reference
Period to the Determination Date had been the applicable rate for the entire
period, unless such Person or any of its Subsidiaries is a party to an Interest
Swap or Hedging Obligation (which shall remain in effect for the 12-month period
immediately following the Determination Date) that has

                                       13
<Page>

the effect of fixing the interest rate on the date of computation, in which case
such rate (whether higher or lower) shall be used, (5) proceeds from business
interruption insurance shall be added to Consolidated EBITDA (to the extent
deducted in determining Consolidated Net Income) for such Reference Period, (6)
any non-cash charge outside the ordinary course of business that results in an
accrual of a reserve for cash charges in any future period shall be added to
Consolidated EBITDA (to the extent deducted in determining Consolidated Net
Income) in such Reference Period, and (7) any reversal during such Reference
Period of any reserve or any payment during such Reference Period of any amount
that was reserved as described in clause (6) above (whether or not during the
Reference Period with respect to the accrual of such reserve) shall be
subtracted from Consolidated EBITDA; PROVIDED FURTHER, that for purposes of
calculating Indebtedness for this definition, the parenthetical in clause (a)(3)
of the definition of Indebtedness shall be replaced in its entirety with the
following: "(other than trade accounts payable and accrued obligations incurred
in the ordinary course of business on normal trade terms and not overdue by more
than 90 days, unless such trade accounts payable are being contested in good
faith)."

     "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared by
the Company (if necessary) and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

     "LIEN" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, hypothecation or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.

     "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant to
the Registration Rights Agreement.

     "MANAGEMENT AGREEMENT" means that certain agreement among Parent, the
Company and CHS Management IV LP, substantially in the form attached as Exhibit
F to this Indenture, as amended from time to time in a manner not, when
considered as a whole, materially less favorable to the Company and its
subsidiaries and the Holders.

     "MANAGEMENT FEES" means: (a) payments of (i) up to $2.0 million in any
twelve-month period to CHS Management IV LP for management, consulting and
financial planning services, and (b) reimbursement of reasonable out-of-pocket
expenses of CHS Management IV LP, in each case, pursuant to the Management
Agreement.

     "MERGER" means the merger of the Issuer with and into the Company pursuant
to the Merger Agreement.

     "MERGER AGREEMENT" means the Plan and Agreement of Merger, dated as of
December 31, 2003, by and among GEO Holdings Corp., a Delaware corporation, the
Issuer, and the Company as in effect on the Issue Date, without giving effect to
any amendment thereto or waiver thereof after the Issue Date.

     "MERGER CONSIDERATION AND RELATED COSTS" means: (1) the cash consideration
for the Merger payable to holders of the Company's common stock and options to
purchase common stock pursuant to the Merger Agreement as described in the
Offering Memorandum; and (2) all fees and expenses related to the foregoing and
payable in connection with the Merger and Related Financing Transactions, in
each case, substantially as described in the Offering Memorandum.

     "MOODY'S" means Moody's Investors Service, Inc. and its successors.

                                       14
<Page>

     "NET CASH PROCEEDS" means the aggregate amount of cash or Cash Equivalents
received by the Company in the case of a sale of Qualified Capital Stock or a
Capital Contribution and by the Company and its Subsidiaries in respect of an
Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any
exercise, exchange or conversion of securities (including options, warrants,
rights and convertible or exchangeable debt) of the Company that were issued for
cash on or after the Issue Date, the amount of cash originally received by the
Company upon the issuance of such securities (including options, warrants,
rights and convertible or exchangeable debt) less, in each case, the sum of all
payments, fees, commissions and (in the case of Asset Sales, reasonable and
customary) expenses, including, without limitation, the fees and expenses of
counsel and investment banking fees and expenses, incurred as a result thereof
incurred in connection with such Asset Sale or sale of Qualified Capital Stock,
and, in the case of an Asset Sale only, less the amount (estimated reasonably
and in good faith by the Company) of income, franchise, sales and other
applicable taxes required to be paid by the Company or any of its respective
Subsidiaries in connection with such Asset Sale in the taxable year that such
sale is consummated or in the immediately succeeding taxable year, the
computation of which shall take into account the reduction in tax liability
resulting from any available operating losses and net operating loss carryovers,
tax credits and tax credit carryforwards, and similar tax attributes.

     "NOTES CUSTODIAN" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

     "OBLIGATION" means any principal, premium or interest payment, or monetary
penalty, or damages, due by the Company or any Guarantor under the terms of the
Notes or this Indenture, including any Liquidated Damages due pursuant to the
terms of the Registration Rights Agreement.

     "OFFERING" means the offering of the Notes by the Company.

     "OFFERING MEMORANDUM" means the offering memorandum, dated May 13, 2004,
relating to the offering of the Notes.

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

     "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the Company
or any Guarantor by two Officers of the Company or such Guarantor, one of whom
must be Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary, the
Principal Accounting Officer, or any Vice President of the Company or such
Guarantor, that meets the requirements of Sections 11.4 and 11.5 hereof.

     "OPINION OF COUNSEL" means an opinion from legal counsel, that meets the
requirements of Sections 11.4 and 11.5 hereof, which opinion may be subject to
customary assumptions, limitations and qualifications. The counsel may be an
employee of or counsel to the Company or any Subsidiary of the Company.

     "PARENT" means GEO Holdings Corp., a Delaware corporation, or its
successor.

                                       15
<Page>

     "PARENT ENTITY" means a Person that holds Voting Equity Interests of the
Company with voting power, in the aggregate, at least equal to the voting power
of the Voting Equity Interests of the Company held by the Permitted Holders on
the Issue Date.

     "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

     "PERMITTED HOLDERS" means Code Hennessy & Simmons LLC and any of its
Affiliates.

     "PERMITTED INDEBTEDNESS" means that:

          (a)  the Company and the Guarantors may incur Indebtedness evidenced
by the Notes and the Guarantees issued pursuant to this Indenture up to the
amounts being issued on the original Issue Date less any amounts repaid or
retired;

          (b)  the Company and the Guarantors, as applicable, may incur
Refinancing Indebtedness with respect to any Existing Indebtedness or any
Indebtedness (including Disqualified Capital Stock) described in clause (a) or
incurred pursuant to the Debt Incurrence Ratio test set forth in Section 4.7
hereof, or which was refinanced pursuant to this clause (b);

          (c)  the Company and its Subsidiaries may incur Indebtedness solely in
respect of bankers acceptances, letters of credit and bid, performance,
completion, guarantee, surety and similar bonds (to the extent that such
incurrence does not result in the incurrence of any obligation to repay any
obligation relating to borrowed money or other Indebtedness), in each case, in
the ordinary course of business in accordance with customary industry practices;

          (d)  the Company and its Subsidiaries may incur Indebtedness solely in
respect of workers' compensation claims (to the extent that such incurrence does
not result in the incurrence of any obligation to repay any obligation relating
to borrowed money or other Indebtedness) in the ordinary course of business in
accordance with customary industry practices;

          (e)  the Company may incur Indebtedness owed to (borrowed from) any
Guarantor, and any Guarantor may incur Indebtedness owed to (borrowed from) any
other Guarantor or the Company; PROVIDED, that in the case of Indebtedness of
the Company, such obligations shall be unsecured and contractually subordinated
in all respects to the Company's obligations pursuant to the Notes and any event
that causes such Guarantor no longer to be a Guarantor respectively (including
by designation to be an Unrestricted Subsidiary) shall be deemed to be a new
incurrence by such issuer of such Indebtedness and any guarantor thereof subject
to Section 4.7 hereof;

          (f)  any Guarantor may guaranty any Indebtedness of the Company or
another Guarantor that was permitted to be incurred pursuant to this Indenture,
substantially concurrently with such incurrence or at the time such Person
becomes a Subsidiary;

          (g)  the Company may incur Indebtedness owed to (borrowed from) any
Foreign Subsidiary and any Foreign Subsidiary may incur Indebtedness owed to
(borrowed from) any other Foreign Subsidiary; PROVIDED, that in the case of
Indebtedness of the Company, such obligations shall be unsecured and
contractually subordinated in all respects to the Company's obligations pursuant
to the Notes and any event that causes such Foreign Subsidiary to no longer

                                       16
<Page>

be a Foreign Subsidiary shall be deemed to be a new incurrence by such issuer of
such Indebtedness and any guarantor thereof subject to Section 4.7 hereof;

          (h)  the Company and the Guarantors may incur Interest Swap and
Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate or currency risk with respect to any fixed or floating rate
Indebtedness that is permitted by this Indenture to be outstanding or any
receivable or liability the payment of which is determined by reference to a
foreign currency; PROVIDED, that the notional amount of any such Interest Swap
and Hedging Obligation does not exceed the principal amount of Indebtedness to
which such Interest Swap and Hedging Obligation relates;

          (i)  the Company may incur Indebtedness, the net proceeds of which are
used to satisfy, defease, or discharge the Notes as provided under Article VIII
hereof;

          (j)  the Company and the Subsidiaries may incur Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently drawn against insufficient funds, so long as
such Indebtedness is covered within ten Business Days; and

          (k)  a Receivables Subsidiary may incur Indebtedness in a Qualified
Receivables Transaction that is without recourse to the Company or to any
Subsidiary of the Company or their assets (other than such Receivables
Subsidiary and its assets), and is not guaranteed by any such Person and is not
otherwise such Person's legal liability.

     "PERMITTED INVESTMENT" means:

          (a)  any Investment in any of the Notes;

          (b)  any Investment in cash or Cash Equivalents;

          (c)  any Investment by the Company or any Guarantor (i) in the Company
or any Guarantor or (ii) in a Person in a Related Business if as a result of
such Investment such Person becomes a Guarantor or such Person is merged with or
into the Company or a Guarantor;

          (d)  other Investments in any Person or Persons, PROVIDED, that after
giving PRO FORMA effect to each such Investment, the aggregate amount of all
such Investments made on and after the Issue Date pursuant to this clause (d)
that are outstanding (after giving effect to any such Investments that are
returned to the Company or the Guarantor that made such prior Investment,
without restriction, in cash on or prior to the date of any such calculation,
but only up to the amount of the Investment made under this clause (d) in such
Person), at any time does not in the aggregate exceed $10.0 million (measured by
the value attributed to the Investment at the time made or returned, as
applicable);

          (e)  any Investment in any Person solely in exchange for Qualified
Capital Stock or the Net Cash Proceeds of any substantially concurrent sale of
the Company's Qualified Capital Stock;

          (f)  Investment in Foreign Subsidiaries, PROVIDED, that after giving
PRO FORMA effect to each such Investment, the aggregate amount of all such
Investments made on and after the Issue Date pursuant to this clause (f) that
are outstanding (after giving effect to any such Investments that are returned
to the Company or the Guarantor or Foreign Subsidiary that made

                                       17
<Page>

such prior Investment, without restriction, in cash on or prior to the date of
any such calculation) at any time does not in the aggregate exceed $10.0 million
(measured by the value attributed to the Investment at the time made or
returned, as applicable);

          (g)  any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.12 hereof;

          (h)  loans and advances to directors, employees and officers of the
Company and the Restricted Subsidiaries for bona fide business purposes or to
purchase Equity Interests of the Company, not in excess of $2.0 million at any
one time outstanding;

          (i)  Investments of the Company on the Issue Date;

          (j)  any Investment by the Company or any Guarantor in a Receivables
Subsidiary or any Investment by a Receivables Subsidiary in any other Person in
connection with a Qualified Receivables Transaction; PROVIDED that each such
Investment is in the form of a Purchase Money Note, an equity interest or
interests in accounts receivables generated by the Company or any of the
Guarantors; and

          (k)  any Investment in a Foreign Subsidiary by a Foreign Subsidiary.

     "PERMITTED LIEN" means:

          (a)  Liens existing on the Issue Date;

          (b)  Liens imposed by governmental authorities for taxes, assessments
or other charges not yet subject to penalty or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto
are maintained on the books of the Company in accordance with GAAP;

          (c)  statutory Liens of carriers, warehousemen, mechanics, material
men, landlords, repairmen or other like Liens arising by operation of law in the
ordinary course of business provided that (1) the underlying obligations are not
overdue for a period of more than 30 days, or (2) such Liens are being contested
in good faith and by appropriate proceedings and adequate reserves with respect
thereto are maintained on the books of the Company in accordance with GAAP;

          (d)  Liens securing the performance of bids, trade contracts (other
than borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

          (e)  easements, rights-of-way, zoning, similar restrictions and other
similar encumbrances or title defects which, singly or in the aggregate, do not
in any case materially detract from the value of the property subject thereto
(as such property is used by the Company or any of its Subsidiaries) or
interfere with the ordinary conduct of the business of the Company or any of its
Subsidiaries;

          (f)  Liens arising by operation of law in connection with judgments,
only to the extent, for an amount and for a period not resulting in an Event of
Default with respect thereto;

                                       18
<Page>

          (g)  pledges or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security legislation;

          (h)  Liens securing the Notes;

          (i)  Liens securing Indebtedness of a Person existing at the time such
Person becomes a Subsidiary or is merged with or into the Company or a
Subsidiary or Liens securing Indebtedness incurred in connection with an
Acquisition, PROVIDED, that such Liens were in existence prior to the date of
such acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any other assets;

          (j)  Liens arising from Purchase Money Indebtedness permitted to be
incurred pursuant to Section 4.7 hereof, PROVIDED such Liens relate solely to
the property which is subject to such Purchase Money Indebtedness;

          (k)  leases or subleases granted to other Persons in the ordinary
course of business not materially interfering with the conduct of the business
of the Company or any of its Subsidiaries or materially detracting from the
value of the relative assets of the Company or any Subsidiary;

          (l)  Liens arising from precautionary Uniform Commercial Code
financing statement filings regarding operating leases entered into by the
Company or any of its Subsidiaries in the ordinary course of business;

          (m)  Liens securing Refinancing Indebtedness incurred to refinance any
Indebtedness that was previously so secured in a manner no more adverse to the
Holders than the terms of the Liens securing such refinanced Indebtedness, and
PROVIDED that the Indebtedness secured is not increased and the Lien is not
extended to any additional assets or property that would not have been security
for the Indebtedness refinanced;

          (n)  Liens securing Indebtedness incurred under the Credit Agreement
in accordance with clause (c) of Section 4.7 hereof;

          (o)  Liens securing Indebtedness of any Foreign Subsidiary incurred in
accordance with clause (d) of Section 4.7 hereof;

          (p)  Liens in favor of the Company or any Guarantor;

          (q)  Liens encumbering deposits made to secure obligations arising
from statutory, regulatory, contractual or warranty requirements;

          (r)  banker's Liens, rights of setoff and other similar Liens existing
solely with respect to cash and cash equivalents on deposit in one or more
accounts maintained by the Company or any Guarantor in accordance with the
provisions of this Indenture or applicable security documents, in each case
granted in the ordinary course of business in favor of the bank or banks with
which such accounts are maintained, securing amounts owning to such bank with
respect to cash management and operating Interest Swap and account arrangements;
provided that in no case shall any such Liens secure (either directly or
indirectly) the repayment of any Indebtedness;

                                       19
<Page>

          (s)  Liens securing Interest Swap and Hedging Obligations of the type
described in clause (h) of the definition of "Permitted Indebtedness;"

          (t)  Liens on assets of a Receivables Subsidiary incurred in
connection with a Qualified Receivables Transaction; and

          (u)  other Liens securing obligations in an aggregate amount not to
exceed $5.0 million at any time outstanding.

     "PERSON" or "PERSON" means any corporation, individual, limited liability
company, joint stock company, joint venture, partnership, unincorporated
association, governmental regulatory entity, country, state or political
subdivision thereof, trust, municipality or other entity.

     "PREFERRED STOCK" means any Equity Interest of any class or classes of a
Person (however designated) which is preferred as to payments of dividends, or
as to distributions upon any liquidation or dissolution, over Equity Interests
of any other class of such Person.

     "PRIVATE PLACEMENT LEGAND" means the legend set forth in Section 2.6(g)(i)
hereof to be placed on all Notes issued under this Indenture except where
specifically stated otherwise by the provisions of this Indenture.

     "PRO FORMA" or "PRO FORMA" shall have the meaning set forth in Regulation
S-X of the Securities Act unless otherwise specifically stated herein.

     "PURCHASE MONEY INDEBTEDNESS" of any Person means any Indebtedness of such
Person to any seller or other Person incurred solely to finance the acquisition
(including in the case of a Capitalized Lease Obligation, the lease),
construction, installation or improvement of any after acquired real or personal
tangible property which, in the reasonable good faith judgment of the Board of
Directors of the Company, is directly related to a Related Business of the
Company and which is incurred concurrently within 180 days following with
acquisition, construction, installation or improvement and is secured only by
the assets so financed.

     "PURCHASE MONEY NOTE" means a promissory note that the Receivables
Subsidiary or other Person is required to repay as soon as practicable from
available cash collections less amounts required to be established as reserves
pursuant to contractual arrangements with entities that are not Affiliates
entered into as part of a Qualified Receivables Transaction.

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

     "QUALIFIED CAPITAL STOCK" means any Capital Stock of the Company that is
not Disqualified Capital Stock.

     "QUALIFIED EQUITY OFFERING" means any public or private sale of (i)
Qualified Capital Stock by the Company other than to an Affiliate or (ii)
Capital Stock by the Parent where the Net Cash Proceeds of such sale are
contributed to the Company as a Capital Contribution substantially concurrently
therewith, and in each case, other than public offerings registered on a Form
S-8.

     "QUALIFIED EXCHANGE" means:

                                       20
<Page>

          (a)  any legal defeasance, redemption, retirement, repurchase or other
acquisition of Capital Stock, or Indebtedness of the Company issued on or after
the Issue Date with the Net Cash Proceeds received by the Company from the
substantially concurrent sale of its Qualified Capital Stock (other than to a
Subsidiary) or, to the extent used to retire Indebtedness (other than
Disqualified Capital Stock) of the Company issued on or after the Issue Date,
Subordinated Refinancing Indebtedness of the Company,

          (b)  any issuance of Qualified Capital Stock of the Company in
exchange for any Capital Stock or Indebtedness of the Company, or

          (c)  any issuance of Subordinated Refinancing Indebtedness of the
Company in exchange for Indebtedness (other than Disqualified Capital Stock) of
the Company.

     "QUALIFIED RECEIVABLES TRANSACTION" means any transaction or series of
transactions that may be entered into by the Company, any Guarantor or any
Receivables Subsidiary pursuant to which the Company, any Guarantor or any
Receivables Subsidiary may sell, convey or otherwise transfer to, or grant a
security interest in for the benefit of, (a) a Receivables Subsidiary (in the
case of a transfer or encumbrancing by the Company or any Guarantor) and (b) any
other Person (solely in the case of a transfer or encumbrancing by a Receivables
Subsidiary), solely accounts receivable (whether now existing or arising in the
future) of the Company or any Guarantor which arose in the ordinary course of
business of the Company or any Guarantor, and any assets related thereto,
including, without limitation, all collateral securing such accounts receivable,
all contracts and all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and other assets which
are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

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

          (a)  no portion of any Indebtedness or any other obligations
(contingent or otherwise) of which, directly or indirectly, contingently or
otherwise, (1) is guaranteed by the Company or any other Subsidiary of the
Company (excluding guarantees of obligations (other than the principal or
premium of, and interest on, Indebtedness) pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction), (2) is
recourse to or obligates the Company or any other Subsidiary of the Company in
any way other than pursuant to representations, warranties, covenants and
indemnities entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, or (3) subjects any property or asset of the
Company or any other Subsidiary of the Company to the satisfaction thereof,
other than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction,

          (b)  with which neither the Company nor any other Subsidiary of the
Company has any material contract, agreement, arrangement or understanding other
than those customarily entered into in connection with Qualified Receivables
Transactions, and

          (c)  with which neither the Company nor any other Subsidiary of the
Company has any obligation, directly or indirectly, contingently or otherwise,
to maintain or

                                       21
<Page>

preserve such Subsidiary's financial condition or cause such Subsidiary to
achieve certain levels of operating results.

     Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

     "RECORD DATE" means a Record Date specified in the Notes, whether or not
such date is a Business Day.

     "RECOURSE INDEBTEDNESS" means Indebtedness (a) as to which either the
Company or any of its Subsidiaries (1) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (2) is directly or indirectly liable (as a guarantor or
otherwise), or (3) constitutes the lender, and (b) any default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

     "REFERENCE PERIOD" with regard to any Person means the four full fiscal
quarters (or such lesser period during which such Person has been in existence)
ended immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or this Indenture.

     "REFINANCING INDEBTEDNESS" means Indebtedness (including Disqualified
Capital Stock) (a) issued in exchange for, or the proceeds from the issuance and
sale of which are used substantially concurrently to repay, redeem, defease,
refund, refinance, discharge or otherwise retire for value, in whole or in part,
or (b) constituting an amendment, modification or supplement to, or a deferral
or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness (including Disqualified Capital Stock) in a principal amount or, in
the case of Disqualified Capital Stock, liquidation preference, not to exceed
(after deduction of reasonable and customary fees and expenses incurred in
connection with the Refinancing plus the amount of any premium paid in
connection with such Refinancing) the lesser of (1) the principal amount or, in
the case of Disqualified Capital Stock, liquidation preference, of the
Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if
such Indebtedness being Refinanced was issued with an original issue discount,
the accreted value thereof (as determined in accordance with GAAP) at the time
of such Refinancing; PROVIDED, that (A) such Refinancing Indebtedness shall only
be used to refinance outstanding Indebtedness (including Disqualified Capital
Stock) of such Person issuing such Refinancing Indebtedness, (B) such
Refinancing Indebtedness shall (x) not have an Average Life shorter than the
Indebtedness (including Disqualified Capital Stock) to be so refinanced at the
time of such Refinancing and (y) in all respects, be no less contractually
subordinated or junior, if applicable, to the rights of Holders than was the
Indebtedness (including Disqualified Capital Stock) to be refinanced, (C) such
Refinancing Indebtedness shall have a final stated maturity or redemption date,
as applicable, no earlier than the final stated maturity or redemption date, as
applicable, of the Indebtedness (including Disqualified Capital Stock) to be so
refinanced or, if sooner, 91 days after the Stated Maturity of the Notes, and
(D) such Refinancing Indebtedness shall be secured (if secured) in a manner no
more adverse to the Holders than the terms of the Liens (if any) securing such
refinanced Indebtedness, including, without limitation, the amount of
Indebtedness secured shall not be increased.

                                       22
<Page>

     "REG S PERMANENT GLOBAL NOTE" means one or more permanent Global Notes
bearing the Private Placement Legend, that will be issued in an aggregate amount
of denominations equal in total to the outstanding principal amount of the Reg S
Temporary Global Note upon expiration of the Distribution Compliance Period.

     "REG S TEMPORARY GLOBAL NOTE" means one or more temporary Global Notes
bearing the Private Placement Legend and the Reg S Temporary Global Note Legend,
issued in an aggregate amount of denominations equal in total to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.

     "REG S TEMPORARY GLOBAL NOTE LEGEND" means the legend set forth in Section
2.6(g)(iii) hereof, which is required to be placed on all Reg S Temporary Global
Notes issued under this Indenture.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of the Issue Date, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.

     "REGULATION S" means Regulation S promulgated under the Securities Act, as
it may be amended from time to time, and any successor provision thereto.

     "REGULATION S GLOBAL NOTE" means a Reg S Temporary Global Note or a Reg S
Permanent Global Note, as the case may be.

     "RELATED BUSINESS" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors are
materially related businesses.

     "RELATED BUSINESS ASSET" means assets (except in connection with the
acquisition of a Subsidiary in a Related Business that becomes a Guarantor,
other than notes, bonds, obligations and securities) that, in the good faith
reasonable judgment of the Board of Directors, will immediately constitute, be a
part of, or be used in, a Related Business of the Company or a Subsidiary.

     "RELATED FINANCING TRANSACTIONS" means the financing transactions in
connection with the consummation of the Merger, as described in the Offering
Memorandum.

     "RESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes bearing the
Private Placement Legend, issued under this Indenture.

     "RESTRICTED GLOBAL NOTE" means one or more Global Notes bearing the Private
Placement Legend, issued under this Indenture; PROVIDED, that in no case shall
an Exchange Note issued in accordance with this Indenture and the terms of the
Registration Rights Agreement be a Restricted Global Note.

     "RESTRICTED INVESTMENT" means, in one or a series of related transactions,
any Investment, other than Permitted Investments.

     "RESTRICTED PAYMENT" means, with respect to any Person:

                                       23
<Page>

          (a)  the declaration or payment of any dividend or other distribution
in respect of Equity Interests of such Person or any parent of such Person,
which, for purposes hereof, expressly includes the payment of any management
fees (including the Management Fees or any comparable fees, reimbursements or
payments of out-of-pocket expenses) by such Person to any Person who either owns
any Equity Interests of the Company or Parent or who is an Affiliate of any such
Person,

          (b)  any payment (except to the extent with Qualified Capital Stock)
on account of the purchase, redemption or other acquisition or retirement for
value of Equity Interests of such Person or any parent of such Person,

          (c)  other than with the proceeds from the substantially concurrent
sale of, or in exchange for, Refinancing Indebtedness any purchase, redemption,
or other acquisition or retirement for value of, any payment in respect of any
amendment of the terms of or any defeasance of, any Subordinated Indebtedness
(other than the Notes), directly or indirectly, by such Person or a Subsidiary
of such Person prior to the scheduled maturity, any scheduled repayment of
principal, or scheduled sinking fund payment, as the case may be, of such
Indebtedness, and

          (d)  any Restricted Investment by such Person.

PROVIDED, HOWEVER, that the term "Restricted Payment" does not include (1) any
dividend, distribution or other payment on or with respect to Equity Interests
of an issuer to the extent payable solely in shares of Qualified Capital Stock
of such issuer, (2) any dividend, distribution or other payment to the Company,
or to any of the Guarantors, by the Company or any of its Subsidiaries and any
Investment in any Guarantor by the Company or any Subsidiary or (3) the payment
of the Merger Consideration and Related Costs.

     "RULE 144" means Rule 144 promulgated under the Securities Act, as it may
be amended from time to time, and any successor provision thereto.

     "RULE 144A" means Rule 144A promulgated under the Securities Act, as it may
be amended from time to time, and any successor provision thereto.

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

     "SIGNIFICANT SUBSIDIARY" shall have the meaning provided under Regulation
S-X of the Securities Act, as in effect on the Issue Date.

     "SPECIAL RECORD DATE" means, for payment of any Defaulted Interest, a date
fixed by the Paying Agent pursuant to Section 2.12 hereof.

     "STATED MATURITY," when used with respect to any Note, means May 15, 2012.

     "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment by its terms or the terms of
any document or instrument relating thereto ("CONTRACTUALLY") to the Notes or
such Guarantee, as applicable, in any respect.

     "SUBSIDIARY," with respect to any Person, means (1) a corporation a
majority of whose Equity Interests with voting power, under ordinary
circumstances, to elect directors is at the time,

                                       24
<Page>

directly or indirectly, owned by such Person, by such Person and one or more
Subsidiaries of such Person or by one or more Subsidiaries of such Person, and
(2) any other Person (other than a corporation) in which such Person, one or
more Subsidiaries of such Person, or such Person and one or more Subsidiaries of
such Person, directly or indirectly, at the date of determination thereof has a
majority ownership interest, or (3) a partnership in which such Person or a
Subsidiary of such Person is, at the time, a general partner and in which such
Person, directly or indirectly, at the date of determination thereof has a
majority ownership interest. Notwithstanding the foregoing, an Unrestricted
Subsidiary shall not be a Subsidiary of the Company or of any Subsidiary of the
Company. Unless the context requires otherwise, Subsidiary means each direct and
indirect Subsidiary of the Company.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

     "TRANSFER RESTRICTED NOTES" means Global Notes and Definitive Notes that
bear or are required to bear the Private Placement Legend, issued under this
Indenture.

     "TREASURY RATE" means the yield to maturity at the time of computation of
U.S. Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Release H.15(519) that has become publicly
available at least two Business Days prior to the Redemption Date (or, if such
Statistical Release is no longer published, any publicly available source or
similar market data)) closest to the period from the Redemption Date to May 15,
2008; PROVIDED, HOWEVER, that if the period from the Redemption Date to May 15,
2008, is not equal to the constant maturity of a U.S. Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of one year) from
the weekly average yields of U.S. Treasury securities for which such yields are
given, except that, if the period from the Redemption Date to May 15, 2008 is
less than one year, then the weekly average yield on actually traded U.S.
Treasury securities adjusted to a constant maturity of one year shall be used.

     "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend, issued under
this Indenture.

     "UNRESTRICTED GLOBAL NOTE" means one or more permanent Global Notes
representing a series of Notes that does not bear and is not required to bear
the Private Placement Legend, issued under this Indenture.

     "UNRESTRICTED SUBSIDIARY" means any subsidiary of the Company that does not
directly, indirectly or beneficially own any Capital Stock of, and Subordinated
Indebtedness of, or own or hold any Lien on any property of, the Company or any
other Subsidiary of the Company and that, at the time of determination, shall be
an Unrestricted Subsidiary (as designated by the Board of Directors); PROVIDED,
that such Subsidiary at the time of such designation (a) has no Recourse
Indebtedness; (b) is not party to any agreement, contract, arrangement or
understanding with the Company or any Subsidiary of the Company unless the terms
of any such agreement, contract, arrangement or understanding are no less
favorable to the Company or such Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Company; (c) is a Person
with respect to which neither the Company nor any of its Subsidiaries has any
direct or indirect obligation (x) to subscribe for additional Equity Interests
or (y) to maintain or preserve such Person's financial condition or to cause
such Person to achieve any specified levels of operating results; and (d) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Subsidiaries. The Board of
Directors

                                       25
<Page>

may designate any Unrestricted Subsidiary to be a Subsidiary, PROVIDED, that (1)
no Default or Event of Default is existing or will occur as a consequence
thereof and (2) immediately after giving effect to such designation, on a PRO
FORMA basis, the Company could incur at least $1.00 of Indebtedness pursuant to
the Debt Incurrence Ratio set forth in Section 4.7 hereof. Each such designation
shall be evidenced by filing with the Trustee a certified copy of the resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions.

     "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable obligations of, or
noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

     "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

     "VOTING EQUITY INTERESTS" means Equity Interests which at the time are
entitled to vote in the election of, as applicable, directors, members or
partners generally.

     "WHOLLY OWNED SUBSIDIARY" means (i) GSE Clay Lining Technology Co., so long
as the Company continues to own at least 99% of its Equity Interests or (ii) a
Subsidiary all the Equity Interests of which (other than directors' qualifying
shares or certain minority interests owned by other Persons solely due to local
law requirements that there be more than one equityholder, but which interest
(except for such interests held on the Issue Date) is not in excess of what is
required for such purpose) are owned by the Company or one or more Wholly Owned
Subsidiaries of the Company or a combination thereof.

SECTION 1.2    OTHER DEFINITIONS

<Table>
<Caption>
             Term                                     Defined in Section
             ----                                     ------------------
             <S>                                      <C>
             "Acceleration Notice"                    6.2(a)
             "Affiliate Transaction"                  4.11
             "Asset Sale"                             4.12
             "Asset Sale Amount"                      4.12
             "Asset Sale Offer"                       4.12
             "Asset Sale Offer Amount"                4.12
             "Asset Sale Offer Price"                 4.12
             "Asset Sale Offer Period"                4.12
             "Authentication Order"                   2.2
             "Benefited Party"                        10.1
             "Change of Control Offer"                4.13
             "Change of Control Offer Period"         4.13
             "Change of Control Purchase Date"        4.13
             "Change of Control Purchase Price"       4.13
             "Change of Control Redemption Date"      3.7(c)
             "Company"                                Preamble
             "Company Affiliated Group"               4.9(h)
             "Covenant Defeasance"                    8.3
             "Debt Incurrence Ratio"                  4.7
</Table>

                                       26
<Page>

<Table>
             <S>                                      <C>
             "Defaulted Interest"                     2.12
             "Determination Date"                     Definition of "Leverage Ratio"
             "Discharge"                              Definition of "Consolidated
                                                      Coverage Ratio"
             "DTC"                                    2.3
             "Excess Proceeds"                        4.12
             "Guarantee Obligations"                  10.1
             "incur" or "incurrence"                  4.7
             "Incurrence Date"                        4.7
             "Investment Company Act"                 4.15
             "Issuer"                                 Preamble
             "Legal Defeasance"                       8.2
             "Notes"                                  Preamble
             "Paying Agent"                           2.3
             "Payment Default"                        6.4
             "Redemption Date"                        9.2
             "Registrar"                              2.3
             "Refinancing"                            Definition of "Refinancing
                                                      Indebtedness"
             "Series A Notes"                         Preamble
             "Series B Notes"                         Preamble
             "Tax Payment"                            4.9(h)
</Table>

                                       27
<Page>

<Table>
             <S>                                      <C>
             "Transaction Date"                       Definition of "Consolidated
                                                      Coverage Ratio"
             "Trustee"                                Preamble
</Table>

SECTION 1.3    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

     Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA term used in this Indenture has the following meaning:

     "OBLIGOR" on the Notes means the Company, each Guarantor and any successor
obligor on the Notes.

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

SECTION 1.4    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)  words in the singular include the plural, and in the plural
include the singular;

          (e)  provisions apply to successive events and transactions;

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

          (g)  references to sections of or rules under the Securities Act and
the Exchange Act shall be deemed to include substitute, replacement of successor
sections or rules adopted by the Commission from time to time;

          (h)  calculation of amounts for purposes of any provision of this
Indenture shall be without duplication of amounts otherwise included in such
calculation; and

          (i)  any amount requiring calculation of a U.S. dollar-equivalent of a
currency other than U.S. dollars shall be based on the exchange rate in effect
at the time of the transaction or calculation, as applicable, without regard to
subsequent fluctuations in such exchange rate.

                                       28
<Page>

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1    FORM AND DATING

          (a)  GENERAL. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

          (b)  GLOBAL NOTES. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Notes
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.6 hereof.

          (c)  EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The provisions
of the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking Luxembourg" and "Customer Handbook" of Clearstream in effect at the
relevant time shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearstream.

SECTION 2.2    EXECUTION AND AUTHENTICATION

     An Officer shall sign the Notes for the Company by manual or facsimile
signature. In the case of Definitive Notes, such signatures may be imprinted or
otherwise reproduced on such Notes. If an Officer whose signature is on a Note
no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. A Note shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Note has been authenticated under this Indenture. The Trustee shall, upon a
written order of the Company signed by an Officer (an "Authentication Order"),
authenticate Notes for issuance up to the aggregate principal amount stated in
such Authentication Order; provided that Notes authenticated for issuance on the
Issue Date shall not exceed $150,000,000 in aggregate principal amount. The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do

                                       29
<Page>

so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with Holders or an Affiliate of the Company.

SECTION 2.3    REGISTRAR, PAYING AGENT AND DEPOSITARY

     The Company shall maintain an office or agency in the Borough of Manhattan,
The City of New York, where Notes may be presented for registration of transfer
or for exchange ("Registrar") and an office or agency where Notes may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar. The Company initially appoints The Depository Trust
Company ("DTC") to act as Depositary with respect to the Global Notes. The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Notes Custodian with respect to the Global Notes.

SECTION 2.4    PAYING AGENT TO HOLD MONEY IN TRUST

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

SECTION 2.5    HOLDER LISTS

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish, or shall cause the Registrar
(if other than the Company) to furnish, to the Trustee at least seven 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 the Holders of Notes and
the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.6    TRANSFER AND EXCHANGE

          (a)  TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or

                                       30
<Page>

any such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes will be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee notice from the Depositary that
(x) the Depositary is unwilling or unable to continue to act as Depositary for
the Global Notes and the Company thereupon fails to appoint a successor
Depositary within 120 days or (y) the Depositary is no longer a clearing agency
registered under the Exchange Act, (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the Trustee
or (iii) upon request of the Trustee or Holders of a majority of the aggregate
principal amount of outstanding Notes if there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes; provided
that in no event shall the Reg S Temporary Global Note be exchanged by the
Company for Definitive Notes prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificate
identified by the Company and its counsel to be required pursuant to Rule 903 or
Rule 904 under the Securities Act. Upon the occurrence of any of the preceding
events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7
or 2.10 hereof, shall be authenticated and delivered in the form of, and shall
be, a Global Note. A Global Note may not be exchanged for another Note other
than as provided in this Section 2.6(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.6(b), (c)
or (f) hereof.

          (b)  TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

               (i)       TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL
NOTE. Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Distribution Compliance Period, transfers of beneficial
interests in the Reg S Temporary Global Note may not be made to a U.S. Person or
for the account or benefit of a U.S. Person (other than an Initial Purchaser).
Beneficial interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required to
be delivered to the Registrar to effect the transfers described in this Section
2.6(b)(i).

               (ii)      ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL
INTERESTS IN GLOBAL NOTES. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.6(b)(i) above, the
transferor of such beneficial interest must deliver to the Registrar either (A)
both (1) a written order from a Participant or an Indirect Participant given to
the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be
credited

                                       31
<Page>

with such increase or (B) both (1) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to
effect the transfer or exchange referred to in clause (b)(i) above; provided,
that in no event shall Definitive Notes be issued upon the transfer or exchange
of beneficial interests in the Reg S Temporary Global Note prior to (x) the
expiration of the Distribution Compliance Period and (y) the receipt by the
Registrar of any certificates identified by the Company or its counsel to be
required pursuant to Rule 903 and Rule 904 under the Securities Act. Upon
consummation of an Exchange Offer by the Company in accordance with Section
2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.6(h) hereof.

               (iii)     TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in another Restricted Global Note if the transfer complies with the
requirements of Section 2.6(b)(ii) above and the Registrar receives the
following:

                      (A)     if the transferee will take delivery in the form
of a beneficial interest in the 144A Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof; and

                      (B)     if the transferee will take delivery in the form
of a beneficial interest in the Reg S Temporary Global Note or the Reg S
Permanent Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof.

               (iv)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED GLOBAL NOTE.
A beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.6(b)(ii) above and:

                      (A)     such exchange or transfer is effected pursuant to
the Exchange Offer in accordance with the Registration Rights Agreement and
Section 2.6(f) hereof, and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
Broker-Dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Company (or such other certification as the Company or its counsel determines to
be required under applicable laws);

                      (B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;

                                       32
<Page>

                      (C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or

                      (D)     the Registrar receives the following: (1) if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or (2) if the holder of
such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4)
thereof; and, in each such case set forth in this subparagraph (D), if the
Registrar so requests or if the Applicable Procedures so require, an Opinion of
Counsel in form, reasonably acceptable to the Registrar and the Company to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above. Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

          (c)  TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE
NOTES.

               (i)       BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
RESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:

                      (A)     if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (2)(a) thereof;

                      (B)     if such beneficial interest is being transferred
to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;

                      (C)     if such beneficial interest is being transferred
to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
Rule 904 under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof;

                      (D)     if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule

                                       33
<Page>

144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;

                      (E)     if such beneficial interest is being transferred
to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate to the effect set forth in
Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable;

                      (F)     if such beneficial interest is being transferred
to the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

                      (G)     if such beneficial interest is being transferred
pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Note to be reduced accordingly pursuant to Section 2.6(h)
hereof, and the Company shall execute and, upon receipt of an Authentication
Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver
to the Person designated in the instructions a Restricted Definitive Note in the
appropriate principal amount. Any Restricted Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section
2.6(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Restricted
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Restricted Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.6(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.

               (ii)      BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
UNRESTRICTED DEFINITIVE NOTES. A holder of a beneficial interest in a Restricted
Global Note may exchange such beneficial interest for an Unrestricted Definitive
Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only if:

                      (A)     such exchange or transfer is effected pursuant to
the Exchange Offer in accordance with the Registration Rights Agreement and
Section 2.6(f) hereof, and the holder of such beneficial interest, in the case
of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person
who is an affiliate (as defined in Rule 144) of the Company (or such other
certification as the Company or its counsel determines to be required under
applicable law);

                      (B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;

                      (C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or

                                       34
<Page>

                      (D)     the Registrar receives the following: (1) if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or (2) if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof; and, in each
such case set forth in this subparagraph (D), an Opinion of Counsel in form,
reasonably acceptable to the Registrar and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.

               (iii)     BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note, then,
upon satisfaction of the conditions set forth in Section 2.6(b)(ii) hereof, the
Trustee shall cause the aggregate principal amount of the applicable
Unrestricted Global Note to be reduced accordingly pursuant to Section 2.6(h)
hereof, and the Company shall execute and, upon receipt of an Authentication
Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver
to the Person designated in the instructions an Unrestricted Definitive Note in
the appropriate principal amount. Any Unrestricted Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Unrestricted Definitive
Notes to the Persons in whose names such Notes are so registered. Any
Unrestricted Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.6(c)(iii) shall not bear the Private Placement
Legend.

               (iv)      TRANSFER OR EXCHANGE OF REG S TEMPORARY GLOBAL NOTES.
Notwithstanding the other provisions of this Section 2.6, a beneficial interest
in the Reg S Temporary Global Note may not be (A) exchanged for a Definitive
Note prior to (x) the expiration of the Distribution Compliance Period (unless
such exchange is effected by the Company, does not require an investment
decision on the part of the holder thereof and does not violate the provisions
of Regulation S) and (y) the receipt by the Registrar of any certificates
identified by the Company or its counsel to be required pursuant to Rule
903(c)(3)(B) under the Securities Act or (B) transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to the events set forth
in clause (A) above or unless the transfer is pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 903 or Rule 904.

          (d)  TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS.

               (i)       RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or
to transfer such Restricted Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a Restricted Global Note, then,
upon receipt by the Registrar of the following documentation:

                                       35
<Page>

                      (A)     if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note, a certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (2)(b) thereof;

                      (B)     if such Restricted Definitive Note is being
transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof;
or

                      (C)     if such Restricted Definitive Note is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note.

               (ii)      RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

                      (A)     such exchange or transfer is effected pursuant to
the Exchange Offer in accordance with the Registration Rights Agreement and
Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company (or such other certifications as the Company
or its counsel determines to be required under applicable law);

                      (B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;

                      (C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or

                      (D)     the Registrar receives the following: (1) if the
Holder of such Restricted Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or (2) if the Holder of such Restricted Definitive Notes
proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof; and, in each such case set forth in this subparagraph (D),
if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form, reasonably acceptable to the Registrar and the
Company to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act. Upon satisfaction of the

                                       36
<Page>

conditions of any of the subparagraphs in this Section 2.6(d)(ii), the Trustee
shall cancel the Restricted Definitive Notes so transferred or exchanged and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

               (iii)     UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
IN UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes. If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) of this
Section 2.6(d) at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

          (e)  TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.6(e), the Registrar shall register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.6(e).

               (i)       RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE
NOTES. Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a Restricted
Definitive Note if the Registrar receives the following:

                      (A)     if the transfer will be made pursuant to Rule
144A, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;

                      (B)     if the transfer will be made pursuant to Rule 903
or Rule 904 under the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in
item (2) thereof; and

                      (C)     if the transfer will be made pursuant to any other
exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable.

               (ii)      RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
NOTES. Any Restricted Definitive Note may be exchanged by the Holder thereof for
an Unrestricted Definitive Note or transferred to a Person or Persons who take
delivery thereof in the form of an Unrestricted Definitive Note if:

                                       37
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                      (A)     such exchange or transfer is effected pursuant to
the Exchange Offer in accordance with the Registration Rights Agreement and
Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company (or such other certification as the Company
or its counsel determines to be required under applicable law);

                      (B)     any such transfer is effected pursuant to the
Shelf Registration Statement in accordance with the Registration Rights
Agreement;

                      (C)     any such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or

                      (D)     the Registrar receives the following: (1) if the
Holder of such Restricted Definitive Notes proposes to exchange such Notes for
an Unrestricted Definitive Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof; and, in each such case set
forth in this subparagraph (D), an Opinion of Counsel in form reasonably
acceptable to the Registrar and the Company to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

               (iii)     UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
DEFINITIVE NOTES. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.

          (f)  EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2 hereof,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the sum of (A) the principal amount of the
beneficial interests in the Restricted Global Notes tendered for acceptance by
Persons that certify in the applicable Letters of Transmittal that (x) they are
not Broker-Dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company (or such other certification as the Company or its counsel determines to
be required under applicable law), and accepted for exchange in the Exchange
Offer and (B) the principal amount of Definitive Notes exchanged or transferred
for beneficial interests in Unrestricted Global Notes in connection with the
Exchange Offer pursuant to Section 2.6(d)(ii) hereof and (ii) Definitive Notes
in an aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer (other than
Definitive Notes described in clause (i)(B) immediately above). Concurrently
with the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and, upon receipt of an Authentication Order pursuant
to Section 2.2 hereof, the

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<Page>

Trustee shall authenticate and deliver to the Persons designated by the Holders
of Definitive Notes so accepted Definitive Notes in the appropriate principal
amount.

          (g)  LEGENDS. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (i)       PRIVATE PLACEMENT LEGEND.

                      (A)     Except as permitted by subparagraph (B) below,
each Global Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the
following form:

     THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
     EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933
     (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
     THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER
     OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
     5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
     NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
     THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
     QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
     ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE
     THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
     UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
     UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
     (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE
     SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
     AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
     NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                      (B)     Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),
(d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.6 (and all Notes
issued in exchange therefor or substitution thereof) shall not bear the Private
Placement Legend.

               (ii)      GLOBAL NOTE LEGEND. To the extent required by the
Depositary, each Global Note shall bear legends in substantially the following
forms:

     "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
     GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
     BENEFICIAL OWNERS HEREOF, AND IS NOT

                                       39
<Page>

     TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
     TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
     SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
     WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III)
     THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
     TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
     TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
     COMPANY."

     "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
     DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
     NEW YORK) ("DTC"), 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 MAY BE REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
     SUCH OTHER ENTITY AS MAY BE 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."

               (iii)     REG S TEMPORARY GLOBAL NOTE LEGEND. To the extent
required by the Depositary, each Reg S Temporary Global Note shall bear a legend
in substantially the following form:

     THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
     ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933,
     AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED IN THE UNITED
     STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
     PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
     THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
     ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES
     ACT.

          (h)  CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement may be

                                       40
<Page>

made on such Global Note by the Trustee or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement may be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.

          (i)  GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

               (i)       To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with
Section 2.2 hereof or at the Registrar's request.

               (ii)      No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.6, 4.12 and 4.13 hereof).

               (iii)     The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

               (iv)      All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company, evidencing the same Indebtedness, and
entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.

               (v)       Neither the Registrar nor the Company shall be required
(A) to issue, to register the transfer of or to exchange any Notes during a
period beginning at the opening of business 15 days before the day of any
selection of Notes for redemption under Section 3.2 hereof and ending at the
close of business on the day of selection, (B) to register the transfer of or to
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part or (C) to register the
transfer of or to exchange a Note between a Record Date and the next succeeding
Interest Payment Date.

               (vi)      Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of and interest on such
Notes and for all other purposes, and none of the Trustee, any Agent or the
Company shall be affected by notice to the contrary.

               (vii)     The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.2 hereof.

               (viii)    All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.6
to effect a registration of transfer or exchange may be submitted by facsimile.

                                       41
<Page>

     Notwithstanding anything herein to the contrary, as to any certifications
and certificates delivered to the Registrar pursuant to this Section 2.6, the
Registrar's duties shall be limited to confirming that any such certifications
and certificates delivered to it are in the form of Exhibits A, B, C and D
attached hereto. The Registrar shall not be responsible for confirming the truth
or accuracy of representations made in any such certifications or certificates.

SECTION 2.7    REPLACEMENT NOTES

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee and the Company receive evidence (which evidence may be from the
Trustee) to their satisfaction of the destruction, loss or theft of any Note,
the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note if the Trustee's requirements are
met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company may charge for its expenses in replacing a Note. Every replacement Note
is an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

SECTION 2.8    OUTSTANDING NOTES

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee (including any Note represented by a Global Note) except for those
cancelled by it or at its direction, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.8
as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note. If a Note is replaced pursuant to Section 2.7 hereof, such Note,
together with the Guarantee of that particular Note endorsed thereon, ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a BONA FIDE purchaser. If the principal amount of any
Note is considered paid under Section 4.1 hereof, it ceases to be outstanding
and interest on it ceases to accrue. If the Paying Agent (other than the
Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption
date or the maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

SECTION 2.9    TREASURY NOTES

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10   TEMPORARY NOTES

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably

                                       42
<Page>

acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes. Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11   CANCELLATION

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy cancelled Notes (subject to the
record retention requirement of the Exchange Act). Certification of the
destruction of all cancelled Notes shall be delivered to the Company. The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

SECTION 2.12   DEFAULTED INTEREST

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date plus, to the extent lawful, any
interest payable on the defaulted interest at the rate and in the manner
provided in Section 4.1 hereof and in the Note (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered holder on the
relevant Record Date, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (a) or (b) below:

          (a)  The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Notes are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee and the
Paying Agent in writing of the amount of Defaulted Interest proposed to be paid
on each Note and the date of the proposed payment, and at the same time the
Company shall deposit with the Paying Agent an amount of cash equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Paying Agent for such
deposit prior to the date of the proposed payment, such cash when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this clause (a). Thereupon the Paying Agent shall fix a
"Special Record Date" for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Paying Agent
of the notice of the proposed payment. The Paying Agent shall promptly notify
the Company and the Trustee of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at its address as it appears in the
Note register maintained by the Registrar not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the persons in whose names the Notes (or
their respective predecessor Notes) are registered on such Special Record Date
and shall no longer be payable pursuant to the following clause (b).

          (b)  The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, if, after notice

                                       43
<Page>

given by the Company to the Trustee and the Paying Agent of the proposed payment
pursuant to this clause, such manner shall be deemed practicable by the Trustee
and the Paying Agent.

     Subject to the foregoing provisions of this Section 2.12, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

SECTION 2.13   CUSIP NUMBERS

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

SECTION 2.14   ISSUANCE OF ADDITIONAL NOTES

     The Company may, subject to Section 4.7 hereof and applicable law, issue
Additional Notes under this Indenture. The Notes issued on the Issue Date and
any additional Notes subsequently issued shall be treated as a single class for
all purposes under this Indenture.

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.1    NOTICES TO TRUSTEE

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30
days (unless a shorter period is acceptable to the Trustee) but not more than 60
days (unless a longer period is acceptable to the Trustee) before a redemption
date, an Officers' Certificate setting forth (i) the clause of this Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii)
the principal amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.2    SELECTION OF NOTES TO BE REDEEMED

     If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes or portions thereof to be redeemed among the Holders of
the Notes pursuant to the rules of DTC, if applicable, or on a PRO RATA basis.
In the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes in denominations of larger than $1,000 selected shall be in amounts of
$1,000 or integral multiples of $1,000; except that if all of the Notes of a
Holder are to be redeemed, the entire outstanding amount of Notes held by such

                                       44
<Page>

Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

SECTION 3.3    NOTICE OF REDEMPTION

     Subject to the provisions of Section 3.7 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

          (a)  the redemption date;

          (b)  the redemption price;

          (c)  if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, on or after the
redemption date upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed portion shall be issued upon cancellation of the
original Note;

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

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

          (f)  that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

          (g)  the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

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

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; PROVIDED, HOWEVER, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date (unless a shorter period shall be acceptable to the Trustee), an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.4    EFFECT OF NOTICE OF REDEMPTION

     Once notice of redemption is mailed in accordance with Section 3.3 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.5    DEPOSIT OF REDEMPTION PRICE

          (a)  On the Business Day immediately prior to the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent immediately
available funds

                                       45
<Page>

sufficient to pay the redemption price of and accrued and unpaid interest (and
Liquidated Damages, if any) on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued and unpaid
interest (and Liquidated Damages, if any) on, all Notes to be redeemed.

          (b)  If the Company complies with the provisions of the clause (a) of
this Section 3.5, on and after the redemption date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption. If a Note is
redeemed on or after an interest Record Date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest (and Liquidated
Damages, if any) shall be paid to the Person in whose name such Note was
registered at the close of business on such Record Date. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.1
hereof.

SECTION 3.6    NOTES REDEEMED IN PART

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon receipt of an Authentication Order, the Trustee shall authenticate for
the Holder at the expense of the Company a new Note equal in principal amount to
the unredeemed portion of the Note surrendered.

SECTION 3.7    OPTIONAL REDEMPTION

          (a)  Except as set forth in clauses (b) and (c) of this Section 3.7,
the Company shall not have the right to redeem any Notes pursuant to this
Section 3.7 prior to May 15, 2008. The Notes will be redeemable for cash at the
option of the Company, in whole or in part, at any time or from time to time on
or after May 15, 2008, upon not less than 30 days nor more than 60 days prior
notice mailed by first class mail to each Holder at its last registered address,
at the following redemption prices (expressed as percentages of the principal
amount) if redeemed during the 12-month period commencing May 15 of the years
indicated below, in each case together with accrued and unpaid interest (and
Liquidated Damages, if any), thereon to the date of redemption of the Notes (the
"Redemption Date"):

<Table>
<Caption>
              YEAR                        PERCENTAGE
              ----                        ----------
              <S>                         <C>
              2008                        105.500%
              2009                        102.750%
              2010 and thereafter         100.000%
</Table>

          (b)  Notwithstanding the provisions of clause (a) of this Section 3.7,
at any time or from time to time on or prior to May 15, 2007 upon one or more
Qualified Equity Offerings, up to 35% of the aggregate principal amount of the
Notes issued pursuant to this Indenture (only as necessary to avoid any
duplication, excluding any replacement Notes) may be redeemed at the Company's
option within 90 days of the closing of any such Qualified Equity Offering from
the Net Cash Proceeds of such Qualified Equity Offering, on not less than 30
days, but not more than 60 days, notice to each Holder of the Notes to be
redeemed, at a redemption

                                       46
<Page>

price equal to 111.0% of principal, together with accrued and unpaid interest
(and Liquidated Damages, if any) thereon to the Redemption Date; provided,
however, that immediately following each such redemption not less than 65% of
the aggregate principal amount of the Notes originally issued pursuant to this
Indenture on the Issue Date remain outstanding (only as necessary to avoid any
duplication, excluding any replacement Notes).

          (c)  Notwithstanding the provisions of clause (a) of this Section 3.7,
at any time prior to May 15, 2008, the Notes issued pursuant to this Indenture
may be redeemed as a whole at the Company's option, at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed plus the Applicable
Premium as of, and accrued and unpaid interest, including Liquidated Damages, if
any, to the Redemption Date.

          (d)  Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Sections 3.1 through 3.6 hereof.

SECTION 3.8    NO MANDATORY REDEMPTION

     The Company shall not be required to make mandatory redemption payments
with respect to the Notes. The Notes shall not have the benefit of any sinking
fund.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.1    PAYMENT OF NOTES

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 12:00 noon Eastern time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement and herein.

     The Company shall pay interest (including Accrued Bankruptcy Interest in
any proceeding under any Bankruptcy Law) on overdue principal at the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including Accrued Bankruptcy Interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any applicable grace period) at the same rate to the
extent lawful.

SECTION 4.2    MAINTENANCE OF OFFICE OR AGENCY

     The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address

                                       47
<Page>

thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

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

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION 4.3    COMMISSION REPORTS AND REPORTS TO HOLDERS

          Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company will deliver to the Trustee
and to each Holder of Notes, within 5 days after the Company is or would have
been (if the Company was subject to such reporting obligations) required to file
such with the Commission, annual and quarterly financial statements
substantially equivalent to financial statements that would have been included
in reports if the Company were subject to the requirements of Section 13 or
15(d) of the Exchange Act, including, with respect to annual information only, a
report thereon by the Company's certified independent public accountants, and,
in each case, together with a management's discussion and analysis of financial
condition and results of operations which would be so required and, from and
after the consummation of the Exchange Offer unless the Commission will not
accept such reports, file with the Commission the annual, quarterly and other
reports which it is or would have been required to file with the Commission.

SECTION 4.4    COMPLIANCE CERTIFICATE

          (a)  The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company and its Subsidiaries have kept, observed,
performed and fulfilled their obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to his or her
knowledge the Company and its Subsidiaries are not in default in the performance
or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default shall have occurred and be continuing,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

          (b)  The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, within five Business Days of any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

                                       48
<Page>

SECTION 4.5    TAXES

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment would not have a material adverse
effect on the ability of the Company and the Guarantors to satisfy their
obligations under the Notes, the Guarantees and this Indenture.

SECTION 4.6    STAY, EXTENSION AND USURY LAWS

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, 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 has
been enacted.

SECTION 4.7    LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND
               DISQUALIFIED CAPITAL STOCK

     Except as set forth in this Section 4.7, the Company shall not and the
Guarantors shall not, and neither the Company nor the Guarantors shall permit
any of the Company's Subsidiaries to, directly or indirectly, issue, assume,
guaranty, incur, become directly or indirectly liable with respect to (including
as a result of an Acquisition), or otherwise become responsible for,
contingently or otherwise (individually and collectively, to "incur" or, as
appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital
Stock and Acquired Indebtedness), other than Permitted Indebtedness.

     Notwithstanding the foregoing if:

          (1)  no Default or Event of Default shall have occurred and be
continuing at the time of, or would occur after giving effect on a PRO FORMA
basis to such incurrence of Indebtedness and the use of the proceeds thereof,
and

          (2)  on the date of such incurrence (the "Incurrence Date"), (x) the
Company's Consolidated Coverage Ratio for the Reference Period immediately
preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such
incurrence of such Indebtedness and, to the extent set forth in the definition
of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least
2.00 to 1.00 (the "DEBT INCURRENCE RATIO"), and (y) the Company's Leverage
Ration does not exceed the Applicable Leverage Ratio,

then the Company and the Guarantors may incur such Indebtedness (including
Disqualified Capital Stock).

     In addition, the foregoing limitations of the first paragraph of this
Section 4.7 will not prohibit:

          (a)  the Company's incurrence or the incurrence by any Guarantor of
Purchase Money Indebtedness; provided, that

                                       49
<Page>

               (i)       the aggregate amount of such Indebtedness incurred and
outstanding at any time pursuant to this paragraph (a) (plus any Refinancing
Indebtedness issued to retire, defease, refinance, replace or refund such
Indebtedness) shall not exceed $10.0 million, and

               (ii)      in each case, such Indebtedness shall not constitute
more than 100% of the Company's cost or the cost to such Guarantor (determined
in accordance with GAAP in good faith by the Company's Board of Directors), as
applicable, of the property so purchased, constructed, improved or leased;

          (b)  the Company's incurrence or the incurrence by any Foreign
Subsidiary or any Guarantor of Indebtedness in an aggregate amount incurred and
outstanding at any time pursuant to this paragraph (b) (plus any Refinancing
Indebtedness incurred to retire, defease, refinance, replace or refund such
Indebtedness) of up to $20.0 million;

          (c)  the Company's incurrence or the incurrence by any Guarantor of
Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred
and outstanding at any time pursuant to this paragraph (c) (plus any Refinancing
Indebtedness incurred to retire, defease, refinance, replace or refund such
Indebtedness) of up to (v) the greater of (i) $65.0 million and (ii) the sum of
(A) 85% of the book value of the accounts receivable plus (B) 65% of the book
value of inventory, in each of clauses (A) and (B), of the Company and the
Restricted Subsidiaries, calculated on a consolidated basis and in accordance
with GAAP, reduced by (w) the amount of any such Indebtedness (1) retired with
the Net Cash Proceeds from any Asset Sale applied to permanently reduce the
outstanding amounts or the commitments with respect to such Indebtedness
pursuant to clause (b) of the second paragraph of Section 4.12 hereof or (2)
assumed by a transferee in an Asset Sale, and further reduced by (x) the
aggregate amount of any reduction or elimination of any commitment under any
Credit Facility resulting from or relating to the formation of a Receivables
Subsidiary or the consummation of any Qualified Receivables Transaction, and
further reduced by (y) the aggregate amount of all mandatory principal payments
and prepayments in respect of term loans thereunder (excluding any such payments
to the extent refinanced at the time of payment under a replacement or
refinancing thereof) actually made, and further reduced by (z) the aggregate
amount of any permanent reduction or elimination of any commitment in respect of
term loans or any revolving credit facility thereunder; PROVIDED, THAT, in no
event shall the amount of Indebtedness incurred and outstanding pursuant to this
clause (c) exceed $75.0 million; or

          (d)  the incurrence by a Foreign Subsidiary of Indebtedness pursuant
to the Foreign Subsidiary Credit Agreements in an aggregate principal amount
incurred and outstanding at any time pursuant to this paragraph (d) (plus any
Refinancing Indebtedness incurred to retire, defease, refinance, replace or
refund such Indebtedness) of up to $10.0 million (or the equivalent thereof, at
the time of incurrence, in the applicable foreign currency), minus the amount of
any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale
applied to permanently reduce the outstanding amounts or the commitments with
respect to such Indebtedness pursuant to clause (b) of the second paragraph of
Section 4.12 hereof or (2) assumed by a transferee of an Asset Sale so long as
neither the Company nor such Guarantor continues to be an obligor under such
Indebtedness.

          Indebtedness (including Disqualified Capital Stock) of any Person
which is outstanding at the time such Person becomes one of the Company's
Subsidiaries (including upon designation of any subsidiary or other Person as a
Subsidiary) or is merged with or into or consolidated with the Company or one of
the Company's Subsidiaries shall be deemed to have

                                       50
<Page>

been incurred at the time such Person becomes or is designated one of the
Company's Subsidiaries or is merged with or into or consolidated with the
Company or one of the Company's Subsidiaries as applicable.

          Notwithstanding any other provision of this Section 4.7, but only to
avoid duplication, a guarantee of the Company's Indebtedness or of the
Indebtedness of a Guarantor incurred in accordance with the terms of this
Indenture (other than Indebtedness incurred pursuant to clauses (a) and (d)
hereof) issued at the time such Indebtedness was incurred or, if later, at the
time the guarantor thereof became one of the Company's Subsidiaries, will not
constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon
each incurrence the Company may designate (and later redesignate) pursuant to
which provision of this Section 4.7 any Indebtedness is being incurred and the
Company may subdivide an amount of Indebtedness and designate (and later
redesignate) more than one provision pursuant to which such amount of
Indebtedness is being incurred and such Indebtedness shall not be deemed to have
been incurred or outstanding under any other provision of this Section 4.7,
except as stated otherwise in the foregoing provisions.

SECTION 4.8    LIMITATION ON LIENS SECURING INDEBTEDNESS

          The Company shall not and the Guarantors shall not, and neither the
Company nor the Guarantors shall permit any of the Company's Subsidiaries to,
create, incur, assume or suffer to exist any Lien of any kind, other than
Permitted Liens, upon any of their respective assets now owned or acquired on or
after the Issue Date or upon any income or profits therefrom securing any of the
Company's Indebtedness or any Indebtedness of any Guarantor, unless the Company
provides, and causes the Company's Subsidiaries to provide, concurrently
therewith, that the Notes and the applicable Guarantees are equally and ratably
so secured for so long as such other Indebtedness is secured by such Lien;
PROVIDED that if such Indebtedness is Subordinated Indebtedness, the Lien
securing such Subordinated Indebtedness shall be contractually subordinate and
junior to the Lien securing the Notes (and any related applicable Guarantees)
with the same relative priority as such Subordinated Indebtedness shall have
with respect to the Notes (and any related applicable Guarantees), and PROVIDED,
FURTHER, that this clause shall not be applicable to any Liens securing any such
Indebtedness which became the Company's Indebtedness pursuant to a transaction
subject to the provisions of Section 5.1 hereof, or which constitutes Acquired
Indebtedness and which in either case were in existence at the time of such
transaction (unless such Indebtedness was incurred or such Lien created in
connection with or in contemplation of, such transaction), so long as such Liens
do not extend to or cover any of the Company's property or assets or any
property or assets of any of the Company's Subsidiaries other than property or
assets acquired in such transaction.

SECTION 4.9                LIMITATION ON RESTRICTED PAYMENTS

     The Company shall not and the Guarantors shall not, and neither the Company
nor the Guarantors shall permit any of the Company's Subsidiaries to, directly
or indirectly, make any Restricted Payment if, after giving effect to such
Restricted Payment on a PRO FORMA basis:

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

          (2)  the Company is not permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in
Section 4.7 hereof; or

          (3)  the aggregate amount of all Restricted Payments made by the
Company and the Company's Subsidiaries, including after giving effect to such
proposed Restricted Payment on and after the Issue Date, would exceed, without
duplication, the sum of:

                                       51
<Page>

               (i)       50% of the Company's aggregate Consolidated Net Income
for the period (taken as one accounting period), commencing on the first day of
the first full fiscal quarter commencing after the Issue Date, to and including
the last day of the fiscal quarter ended immediately prior to the date of each
such calculation for which the Company's consolidated financial statements are
required to be delivered to the Trustee or, if sooner, filed with the Commission
(or, in the event Consolidated Net Income for such period is a deficit, then
minus 100% of such deficit), plus

               (ii)      the aggregate Net Cash Proceeds received by the Company
from a Capital Contribution or from the sale of the Company's Qualified Capital
Stock (other than (i) to one of the Company's Subsidiaries and (ii) to the
extent applied in connection with a Qualified Exchange or a Permitted Investment
pursuant to clause (e) of the definition thereof or, to avoid duplication,
otherwise given credit for in any provision of the following paragraph), after
the Issue Date, plus

               (iii)     except in each case, in order to avoid duplication, to
the extent any such payment or proceeds have been included in the calculation of
Consolidated Net Income, an amount equal to the net reduction in Investments
(other than returns of or from Permitted Investments) in any Person resulting
from cash distributions on or cash repayments of any Investment, including
payments of interest on Indebtedness, dividends, repayments of loans or
advances, or other distributions or other transfers of assets, in each case to
the Company or any Subsidiary or from the Net Cash Proceeds from the sale of any
such Investment or from redesignations of Unrestricted Subsidiaries as
Subsidiaries (valued in each case as provided in the definition of
"Investments"), not to exceed, in each case, the amount of Investments
previously made by the Company or any Subsidiary in such Person, including, if
applicable, such Unrestricted Subsidiary, less the cost of disposition.

     The foregoing clauses (2) and (3) of the immediately preceding paragraph of
this Section 4.9, however, will not prohibit:

          (a)  payments to Parent to permit Parent, and which are used by
Parent, to redeem Equity Interests of Parent, or payments to redeem Equity
Interests of the Company, in each case, held by officers, directors or employees
or former officers, directors or employees (or their transferees, estates or
beneficiaries under their estates) thereof, upon their death, disability,
retirement, severance or termination of employment or service; PROVIDED that the
aggregate cash consideration paid for all such redemptions shall not exceed in
any calendar year the sum of (x) the net cash proceeds of any "key-man" life
insurance policies that have not been applied to the payment of Restricted
Payments pursuant to this clause (a), PLUS (y) $3.0 million (and up to $2.0
million of such $3.0 million not used in any calendar year may be carried
forward to the next succeeding (but no other) calendar year); PROVIDED FURTHER,
that the aggregate amount of payments pursuant to clause (y) of this clause (a)
may not exceed $10.0 million in the aggregate from and after the Issue Date,

          (b)  Management Fees, or

          (c)  Restricted Payments pursuant to this clause (c) not to exceed
$10.0 million in the aggregate from and after the Issue Date,

and clauses (1), (2) and (3) of the first paragraph of this Section 4.9 will not
prohibit:

                                       52
<Page>

          (d)  any dividend, distribution or other payments by any of the
Company's Subsidiaries on its Equity Interests that is paid PRO RATA to all
holders of such Equity Interests,

          (e)  a Qualified Exchange,

          (f)  the payment of any dividend on Qualified Capital Stock within 60
days after the date of its declaration if such dividend could have been made on
the date of such declaration in compliance with the foregoing provisions,

          (g)  the repurchase of Equity Interests deemed to occur upon the
exercise of stock options to the extent such Equity Interests represent a
portion of the exercise price thereof, or

          (h)  payments to a parent entity, pursuant to this clause (h), (i) to
enable the parent entity to pay Federal, state or local tax liabilities (any
such payments to a parent entity, a "TAX PAYMENT"), not to exceed the amount of
any tax liabilities that would be otherwise payable by the Company and its
United States subsidiaries to the appropriate taxing authorities to the extent
that the parent entity has an obligation to pay such tax liabilities relating to
the operations, assets, or capital of the Company or its United States
subsidiaries; PROVIDED that (x) notwithstanding the foregoing, in the case of
determining the amount of a Tax Payment that is permitted to be paid by the
Company and any of its United States subsidiaries in respect of their
consolidated Federal income tax liability, or consolidated, combined, unitary or
group, state or local income tax liability, such payment shall be determined
assuming that the Company is the parent company of an affiliated group (the
"COMPANY AFFILIATED GROUP") filing a consolidated Federal income tax return or
consolidated, combined, unitary, or group, state or local income tax return, and
that the parent entity and each such United States subsidiary is a member of the
Company Affiliated Group and (y) any Tax Payments shall either be used by the
parent entity to pay such tax liabilities within 90 days of the parent entity's
receipt of such payment or refunded to the payee, and (ii) in an aggregate
amount not to exceed $750,000 per year in order to pay legal and accounting
expenses, payroll and other compensation expenses in the ordinary course of
business, franchise taxes and other corporate overhead expenses in the ordinary
course of business. For purposes of this clause (h), "tax liabilities" shall
include any penalties and interest related to a tax liability.

          The full amount of any Restricted Payment made pursuant to the
foregoing clauses (a), (d), (f) or (g) (but not pursuant to clauses (b), (c),
(e) or (h)) of the immediately preceding sentence, however, will be counted as
Restricted Payments made for purposes of the calculation of the aggregate amount
of Restricted Payments available to be made referred to in clause (3) of the
first paragraph under this Section 4.9.

          For purposes of this Section 4.9, the amount of any Restricted Payment
made or returned, if other than in cash, shall be the fair market value thereof,
as determined in the good faith reasonable judgment of the Company's Board of
Directors, unless stated otherwise, at the time made or returned, as applicable.

SECTION 4.10   LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
               SUBSIDIARIES

     The Company shall not and the Guarantors shall not, and neither the Company
nor the Guarantors shall permit any of the Company's Subsidiaries to, directly
or indirectly, create, assume or suffer to exist any consensual restriction on
the ability of any of the Company's

                                       53
<Page>

Subsidiaries to pay dividends or make other distributions to or on behalf of, or
to pay any obligation to or on behalf of, or otherwise to transfer assets or
property to or on behalf of, or make or pay loans or advances to or on behalf
of, the Company or any of the Company's Subsidiaries, except:

          (a)  restrictions imposed by the Notes or this Indenture,

          (b)  restrictions imposed by applicable law,

          (c)  existing restrictions on Existing Indebtedness,

          (d)  restrictions under any Acquired Indebtedness not incurred in
violation of this Indenture or any agreement (including any Equity Interest)
relating to any property, asset, or business acquired by the Company or any of
the Company's Subsidiaries, which restrictions in each case existed at the time
of acquisition, were not put in place in connection with or in anticipation of
such acquisition and are not applicable to any Person, other than the Person
acquired, or to any property, asset or business, other than the property, assets
and business so acquired,

          (e)  any restriction imposed by Indebtedness incurred under the Credit
Agreement or other Indebtedness incurred pursuant to Section 4.7 hereof;
PROVIDED, that such restriction or requirement is no more restrictive taken as a
whole than that imposed by the Credit Agreement or this Indenture and the Notes
as of the Issue Date,

          (f)  restrictions with respect solely to any of the Company's
Subsidiaries imposed pursuant to a binding agreement which has been entered into
for the sale or disposition of all or substantially all of the Equity Interests
or assets of such Subsidiary; PROVIDED, that such restrictions apply solely to
the Equity Interests or assets of such Subsidiary which are being sold,

          (g)  restrictions on transfer contained in Purchase Money Indebtedness
incurred pursuant to Section 4.7 hereof; PROVIDED, that such restrictions relate
only to the transfer of the property acquired, constructed, installed or
improved with the proceeds of such Purchase Money Indebtedness,

          (h)  customary provisions with respect to the disposition or
distribution of assets in joint venture agreements and other similar agreements,

          (i)  in connection with and pursuant to permitted Refinancings,
replacements of restrictions imposed pursuant to clauses (a), (c), (d) or (g) or
this clause (i) of this Section 4.10 hereof that are not more restrictive taken
as a whole than those being replaced and do not apply to any other Person or
assets than those that would have been covered by the restrictions in the
Indebtedness so refinanced,

          (j)  restrictions contained in Indebtedness incurred by a Foreign
Subsidiary in accordance with Section 4.7 hereof; provided, that such
restrictions relate only to one or more Foreign Subsidiaries, and

          (k)  restrictions contained in a Purchase Money Note or Indebtedness
or other contractual requirements of a Receivables Subsidiaries in connection
with a Qualified Receivables Transaction; PROVIDED, that such restrictions apply
only to such Receivables Subsidiary.

                                       54
<Page>

     Notwithstanding the foregoing, (a) customary provisions restricting
subletting or assignment of any lease entered into in the ordinary course of
business, consistent with industry practice and (b) any asset subject to a Lien
which is not prohibited to exist with respect to such asset pursuant to the
terms of this Indenture may be subject to customary restrictions on the transfer
or disposition thereof pursuant to such Lien.

SECTION 4.11   LIMITATION ON TRANSACTIONS WITH AFFILIATES

     Neither the Company nor any of its Subsidiaries or Unrestricted
Subsidiaries shall be permitted on or after the Issue Date to enter into or
suffer to exist any contract, agreement, arrangement or transaction with any
Affiliate (an "AFFILIATE TRANSACTION"), or any series of related Affiliate
Transactions (other than Exempted Affiliate Transactions), (a) unless it is
determined that the terms of such Affiliate Transaction are fair and reasonable
to the Company, and no less favorable to the Company than could have been
obtained in an arm's length transaction with a non-Affiliate, and (b) if
involving consideration to either party in excess of $2.5 million, unless such
Affiliate Transaction(s) has been approved by a majority of the members of the
Company's Board of Directors (including a majority of members of the Company's
Board of Directors that are disinterested in such transaction, if there are any
directors who are so disinterested), and (c) if involving consideration to
either party in excess of $15.0 million, or $2.5 million if there are no
disinterested directors for such transaction, unless, in addition the Company,
prior to the consummation thereof, obtain a written favorable opinion as to the
fairness of such transaction to the Company from a financial point of view from
an independent investment banking firm of national reputation in the United
States or, if pertaining to a matter for which such investment banking firms do
not customarily render such opinions, an appraisal or valuation firm of national
reputation in the United States. Within 5 days of any Affiliate Transaction(s)
involving consideration to either party of $2.5 million or more, the Company
shall deliver to the Trustee an Officers' Certificate addressed to the Trustee
certifying that such Affiliate Transaction (or Transactions) complied with
clause (a), (b), and (c), as applicable.

SECTION 4.12   LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK

     The Company shall not and the Guarantors shall not, and neither the Company
nor the Guarantors shall permit any of the Company's Subsidiaries to, in one or
a series of related transactions, convey, sell, transfer, assign or otherwise
dispose of, directly or indirectly, any of their property, business or assets,
including by merger or consolidation (in the case of a Guarantor or one of the
Company's Subsidiaries), and including any sale or other transfer or issuance of
any Equity Interests of any of the Company's Unrestricted Subsidiaries or
Subsidiaries, whether by the Company or one of the Company's Subsidiaries or
through the issuance, sale or transfer of Equity Interests by one of the
Company's Subsidiaries or Unrestricted Subsidiaries and including any sale and
leaseback transaction (any of the foregoing, an "ASSET SALE"), unless:

          (1)  at least 75% of the total consideration for such Asset Sale or
series of related Asset Sales consists of cash, Cash Equivalents, Related
Business Assets, or a combination thereof, and

          (2)  with respect to any Asset Sale or related series of Asset Sales
involving a conveyance, sale, transfer, assignment or other disposition of
securities, property or assets with an aggregate fair market value in excess of
$2.0 million, the Company's Board of Directors determines in good faith that the
Company receives or such Subsidiary receives, as applicable, fair market value
for such Asset Sale, and

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          (3)  if the value of the assets being disposed of in such Asset Sale
or series of Asset Sales have an aggregate fair market value (as determined in
good faith by the Board of Directors) of at least $20.0 million, the Board of
Directors shall have received a written opinion of a nationally recognized
investment banking firm (or, if pertaining to a matter for which such investment
banking firms do not customarily render such opinions, an appraisal or valuation
firm of national reputation in the United States) to the effect that such Asset
Sale or series of Asset Sales is fair, from a financial point of view, to the
Company or such Subsidiary and the Company shall deliver a copy of such opinion
to the Trustee promptly following the consummation of such Asset Sale or Asset
Sales.

For purposes of clause (1) above of this Section 4.12, the following shall be
deemed cash consideration: (a) non-Subordinated Indebtedness owed to trade
creditors assumed by a transferee in connection with such Asset Sale; PROVIDED,
that the Company is and the Company's Subsidiaries are fully released from
obligations in connection therewith; and (b) property that within 30 days of
such Asset Sale is converted into cash or Cash Equivalents; PROVIDED that such
cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to
the original Asset Sale for which such property was received.

     Within 365 days following such Asset Sale, the Net Cash Proceeds therefrom
(the "ASSET SALE AMOUNT") may be:

          (a)  invested in Related Business Assets, used to make Restricted
Investments that are not prohibited by Section 4.9 hereof, or used to make
Permitted Investments other than those permitted by clauses (a), (b), (c), (d),
(e), (f), and (g) of the definition of "Permitted Investments," or

          (b)  used to retire (i) Purchase Money Indebtedness secured by the
asset that was the subject of the Asset Sale, or (ii) Indebtedness outstanding
under the Credit Agreement and to permanently reduce the amount of such
Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph
(c) of Section 4.7 hereof; PROVIDED, THAT in the case of a revolver or similar
arrangement that makes credit available, such commitment is so permanently
reduced by such amount, or

          (c)  applied to the optional redemption of the Notes in accordance
with the terms of this Indenture and to the optional redemption of other
Indebtedness ranking PARI PASSU with the Notes with similar provisions requiring
the Company to repurchase such Indebtedness with the proceeds from such Asset
Sale, PRO RATA in proportion to the respective principal amounts (or accreted
values in the case of Indebtedness issued with an original issue discount) of
the Notes and such other Indebtedness then outstanding,

except that, in the case of each of the provisions of clauses (a) and (b) of
this paragraph, only proceeds from an Asset Sale of assets or capital stock of a
Foreign Subsidiary may be invested in or used to retire Indebtedness of a
Foreign Subsidiary. Pending the final application of any Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
the Net Cash Proceeds in any manner that is not prohibited by this Indenture.

     The accumulated Net Cash Proceeds from Asset Sales not applied as set forth
in (a), (b) or (c) of the preceding paragraph shall constitute Excess Proceeds.
Within 30 days after the date that the amount of Excess Proceeds exceeds $10.0
million, the Company shall apply an amount equal to the Excess Proceeds (rounded
to the nearest $1,000) (the "ASSET SALE OFFER AMOUNT") by making an offer to
repurchase the Notes and such other PARI PASSU Indebtedness

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with similar provisions requiring the Company to make an offer to purchase such
Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer
(subject only to conditions required by applicable law, if any), PRO RATA in
proportion to the respective principal amounts (or accreted values in the case
of Indebtedness issued with an original issue discount) of the Notes and such
other Indebtedness then outstanding (the "ASSET SALE OFFER"). The Company will
offer to purchase the Notes in the Asset Sale Offer at a purchase price of 100%
of the principal amount (or accreted value in the case of Indebtedness issued
with an original issue discount) of the Notes (the "ASSET SALE OFFER PRICE"),
together with accrued and unpaid interest (and Liquidated Damages, if any) to
the date of payment). Each Asset Sale Offer shall remain open for a minimum of
20 Business Days and not more than 60 days following its commencement (the
"ASSET SALE OFFER PERIOD").

     Upon expiration of the Asset Sale Offer Period, the Company shall apply the
Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and
Liquidated Damages, if any, to the purchase of all Indebtedness properly
tendered in accordance with the provisions hereof (on a PRO RATA basis if the
Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price, together with accrued and unpaid
interest (and Liquidated Damages, if any) to the date of payment, in the case of
any Notes that have been tendered, and the price required by the terms of any
such other PARI PASSU Indebtedness with similar provisions requiring the Company
to make an offer to purchase such Indebtedness with the proceeds from such Asset
Sale. To the extent that the aggregate amount of Notes and such other PARI PASSU
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset
Sale Offer Amount, the Company may invest any remaining Net Cash Proceeds for
general corporate purposes as otherwise permitted by this Indenture and
following the consummation of each Asset Sale Offer the Excess Proceeds amount
shall be reset to zero.

     Notwithstanding, and without complying with, the provisions of this
Section 4.12:

          (1)  the Company may and the Company's Subsidiaries may, in the
ordinary course of business, (1) convey, sell, transfer, assign or otherwise
dispose of assets acquired and held for resale in the ordinary course of
business and (2) liquidate Cash Equivalents;

          (2)  the Company may and the Company's Subsidiaries may convey, sell,
transfer, assign or otherwise dispose of assets pursuant to and in accordance
with Section 5.1 hereof;

          (3)  the Company may and the Company's Subsidiaries may sell or
dispose of damaged, worn out or other obsolete personal property in the ordinary
course of business so long as such property is no longer necessary for the
proper conduct of the Company's business or the business of such Subsidiary, as
applicable;

          (4)  the Company may and the Company's Subsidiaries may grant Liens
(and permit foreclosure thereon) not prohibited by this Indenture;

          (5)  the Company may and the Company's Subsidiaries may make
conveyances, sales, assignments or other dispositions that constitute Permitted
Investments (excluding clauses (a), (b), (c), (d), (e), (f), and (g) thereof)
and Restricted Payments not prohibited by Section 4.9 hereof;

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          (6)  the Company's Subsidiaries may issue Equity Interests of such
Subsidiary upon conversion of, or in exchange for, other outstanding securities
of such Subsidiary the issuance of which was not prohibited by this Indenture;

          (7)  the Company and the Guarantors may convey, sell, transfer, assign
or otherwise dispose of assets to the Company or any of the Guarantors;

          (8)  the Company may and each of its Subsidiaries may surrender or
waive contract rights or settle, release or surrender contract, tort or other
litigation claims in the ordinary course of business or grant Liens (and permit
foreclosure thereon) not prohibited by this Indenture;

          (9)  non-Guarantor Subsidiaries may convey, sell, transfer, assign or
otherwise dispose of assets to the Company, any of the Guarantors, or any other
non-Guarantor Subsidiary;

          (10) the Company may, and its Subsidiaries may, sell accounts
receivable and related assets of the type specified in the definition of
Qualified Receivables Transaction to a Receivables Subsidiary for the fair
market value thereof, but in any case including cash in an amount at least equal
to 75% of the book value thereof as determined in accordance with GAAP, and
transfers of accounts receivable and related assets of the type specified in the
definition of Qualified Receivables Transaction (or a fractional undivided
interest therein) by a Receivables Subsidiary in a Qualified Receivables
Transaction; and

          (11) the Company may and its Subsidiaries may, in one or a series of
related transactions, sell or dispose of assets for which the Company or the
Company's Subsidiaries receive aggregate consideration of less than $1.0
million.

     All Net Cash Proceeds from an Event of Loss shall be reinvested or used as
otherwise provided above in clauses (a) or (b) of the second paragraph of this
Section 4.12.

     Any Asset Sale Offer shall be made in compliance with all applicable laws,
rules, and regulations, including, if applicable, Regulation 14E of the Exchange
Act and the rules and regulations thereunder and all other applicable Federal
and state securities laws. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this paragraph, the
Company's compliance or the compliance of any of its Subsidiaries with such laws
and regulations shall not in and of itself cause a breach of the Company's
obligations under this Section 4.12.

     If the payment date in connection with an Asset Sale Offer hereunder is on
or after the Record Date for an Interest Payment Date and on or before the
associated Interest Payment Date, any accrued and unpaid interest (and
Liquidated Damages, if any) due on such Interest Payment Date will be paid to
the Person in whose name a Note is registered at the close of business on such
Record Date.

SECTION 4.13   REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF
               CONTROL

     In the event that a Change of Control has occurred, each Holder of Notes
will have the right, at such Holder's option, pursuant to an offer (subject only
to conditions required by applicable law, if any) by the Company (the "CHANGE OF
CONTROL OFFER"), to require the Company

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to repurchase all or any part of such Holder's Notes (PROVIDED, that the
principal amount of such Notes must be $1,000 or an integral multiple thereof)
on a date (the "CHANGE OF CONTROL PURCHASE DATE") that is no later than 45
Business Days after the occurrence of such Change of Control, at a cash price
equal to 101% of the principal amount thereof (the "CHANGE OF CONTROL PURCHASE
PRICE"), together with accrued and unpaid interest (and Liquidated Damages, if
any), to the Change of Control Purchase Date.

     The Change of Control Offer shall be made within 20 Business Days following
a Change of Control and shall remain open for at least 20 Business Days
following its commencement (the "CHANGE OF CONTROL OFFER PERIOD"). Upon
expiration of the Change of Control Offer Period, the Company shall promptly
purchase all Notes properly tendered in response to the Change of Control Offer.

     Notwithstanding the foregoing, 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 this Indenture applicable to a Change of
Control Offer made by the Company.

     On or before the Change of Control Purchase Date, the Company will:

          (a)  accept for payment Notes or portions thereof properly tendered
pursuant to the Change of Control Offer,

          (b)  deposit with the paying agent for the Company (the "PAYING
AGENT") cash sufficient to pay the Change of Control Purchase Price (together
with accrued and unpaid interest (and Liquidated Damages, if any) to the Change
of Control Purchase Date) for all Notes so tendered, and

          (c)  deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate listing the Notes or portions
thereof being purchased by the Company.

     The Company promptly will pay or cause to be paid to the Holders of Notes
so accepted an amount equal to the Change of Control Purchase Price (together
with accrued and unpaid interest (and Liquidated Damages, if any) to the Change
of Control Purchase Date) and the Trustee promptly will authenticate and deliver
to such Holders a new Note equal in principal amount to any unpurchased portion
of the Note surrendered. Any Notes not so accepted will be delivered promptly by
the Company to the Holder thereof. The Company publicly will announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Purchase Date.

     Any Change of Control Offer will be made in compliance with all applicable
laws, rules and regulations, including, if applicable, Regulation 14E under the
Exchange Act and the rules thereunder and all other applicable Federal and state
securities laws. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section 4.13, the Company's
compliance or compliance by any of the Guarantors with such laws and regulations
shall not in and of itself cause a breach of their obligations under the Section
4.13.

     If the Change of Control Purchase Date hereunder is on or after an interest
payment Record Date and on or before the associated Interest Payment Date, any
accrued and unpaid interest (and

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Liquidated Damages, if any) due on such Interest Payment Date will be paid to
the Person in whose name a Note is registered at the close of business on such
Record Date.

SECTION 4.14   GUARANTORS

     The Company shall cause all the Company's present and future Subsidiaries
(other than Foreign Subsidiaries, Receivables Subsidiaries and Bentofix
Technologies (USA), Inc.) to jointly and severally guaranty all principal,
premium, if any, and interest on the Notes on a senior basis by executing a
supplemental indenture, substantially in the form attached as Exhibit E.

     Notwithstanding anything herein or in this Indenture to the contrary, if
any of the Company's Subsidiaries (including Foreign Subsidiaries, Receivables
Subsidiaries and Bentofix Technologies (USA), Inc.) that is not a Guarantor
guarantees any of the Company's other Indebtedness or any other Indebtedness of
the Guarantors, or the Company or any of the Company's Subsidiaries,
individually or collectively, pledges more than 65% of the Voting Equity
Interests of a Subsidiary (including Foreign Subsidiaries, Receivables
Subsidiaries and Bentofix Technologies (USA), Inc.) that is not a Guarantor to a
lender to secure the Company's Indebtedness or any Indebtedness of any
Guarantor, then such Subsidiary must become a Guarantor.

SECTION 4.15   LIMITATION ON STATUS AS INVESTMENT COMPANY

     The Company and its Subsidiaries shall be prohibited from being required to
register as an "investment company" (as that term is defined in the Investment
Company Act of 1940, as amended), or from otherwise becoming subject to
regulation under the Investment Company Act.

SECTION 4.16   MAINTENANCE OF PROPERTIES AND INSURANCE

     The Company and the Guarantors shall cause all material properties used or
useful in the conduct of their business to be maintained and kept in reasonably
good condition, repair and working order (ordinary wear and tear excepted) and
supplied with all necessary equipment and shall cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
their reasonable judgment may be necessary, so that the business carried on in
connection therewith may be properly conducted at all times; PROVIDED, HOWEVER,
that nothing in this Section 4.16 shall prevent the Company or any Guarantor
from discontinuing any operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is (a) (i) in the
good faith judgment of the Company, desirable in the conduct of the business of
such entity and (ii) would not reasonably be expected to have a material adverse
effect on the ability of the Company and the Guarantors to satisfy their
obligations under the Notes, the Guarantees and this Indenture, and (b) to the
extent applicable, otherwise permitted under Section 4.12 hereof.

     The Company and Guarantors shall provide, or cause to be provided, for
properties of an insurable nature, insurance (including, in the Company's
reasonable judgment, self-insurance) against loss or damage of the kinds that,
in the reasonable, good faith judgment of the Company is adequate and
appropriate for the conduct of the business of the Company and the Guarantors.

SECTION 4.17   CORPORATE EXISTENCE

     Subject to Article V hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the

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corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Subsidiary and (ii) the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof would not have a material adverse effect on the ability of the
Company to satisfy its obligations under the Notes and this Indenture.

SECTION 4.18   LIMITATION ON LINES OF BUSINESS

     Neither the Company nor any of its Subsidiaries will directly or indirectly
engage to any substantial extent in any line or lines of business activity other
than that which, in the reasonable good faith judgment of the Company's Board of
Directors, is a Related Business.

SECTION 4.19   LIMITATION ON LAYERING INDEBTEDNESS

     The Company shall not and the Guarantors shall not, and neither the Company
nor the Guarantors shall permit any of the Company's Subsidiaries to, directly
or indirectly, incur, or suffer to exist any Indebtedness that is contractually
subordinate in right of payment to any of the Company's Indebtedness or any
Indebtedness of a Guarantor unless, by its terms, such Indebtedness is
contractually subordinated in right of payment to the Notes or the Guarantee at
least to the same extent as such Indebtedness is subordinated to such other
Indebtedness of the Company or such Subsidiary, as applicable.

     For purposes of the foregoing, no Indebtedness will be deemed to be
subordinated in right of payment to any other Indebtedness of the Company or any
Subsidiary solely by virtue of being unsecured or by virtue of the fact that the
holders of such Indebtedness have priority over the other holders in the
collateral securing such Indebtedness held by them.

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.1    MERGER, CONSOLIDATION OR SALE OF ASSETS

     Except for the Merger, the Company shall not consolidate with or merge with
or into another Person or, directly or indirectly, sell, lease, convey or
transfer all or substantially all of the Company's assets (such amounts to be
computed on a consolidated basis), whether in a single transaction or a series
of related transactions, to another Person or group of affiliated Persons or
adopt a plan of liquidation, unless:

          (a)  either (1) the Company is the continuing entity or (2) the
resulting, surviving or transferee entity or, in the case of a plan of
liquidation, the entity which receives the greatest value from such plan of
liquidation is a corporation organized under the laws of the United States, any
state thereof or the District of Columbia and expressly assumes by supplemental
indenture all of the Company's obligations in connection with the Notes and this
Indenture;

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          (b)  no Default or Event of Default shall exist or shall occur
immediately after giving effect on a PRO FORMA basis to such transaction;

          (c)  unless such transaction is solely the merger of the Company and
one of the Company's previously existing Wholly Owned Subsidiaries which is also
a Guarantor for the purpose of reincorporation into another jurisdiction and
which transaction is not for the purpose of evading this provision and not in
connection with any other transaction, immediately after giving effect to such
transaction on a PRO FORMA basis, the consolidated resulting, surviving or
transferee entity would immediately thereafter be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth
in Section 4.7 hereof or, if not, the Debt Incurrence Ratio on a PRO FORMA basis
is at least equal to the Debt Incurrence Ratio immediately prior thereto; and

          (d)  each Guarantor shall have by amendment to its Guarantee and, as
applicable, this Indenture, if necessary, confirmed in writing that its
Guarantee shall apply to the obligations of the Company or the surviving entity
in accordance with the Notes and this Indenture.

SECTION 5.2    SUCCESOR CORPORATION SUBSTITUTED

     Upon any consolidation or merger or any transfer of all or substantially
all of the Company's assets in accordance with the foregoing, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such transfer is made shall succeed to and (except in the case of a
lease or any transfer of all or substantially all of the Company's assets) be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named therein as the Company, and (except in the case of a lease or any transfer
of all or substantially all of the Company's assets) the Company shall be
released from the obligations under the Notes and this Indenture except with
respect to any obligations that arise from, or are related to, such transaction.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, the Company's interest in which constitutes all or
substantially all of the Company's properties and assets, shall be deemed to be
the transfer of all or substantially all of the Company's properties and assets.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.1    EVENTS OF DEFAULT

     "Event of Default," wherever used herein, means any one of the following
events:

          (a)  the Company's failure to pay any installment of interest (or
Liquidated Damages, if any) on the Notes as and when the same becomes due and
payable and the continuance of any such failure for 30 days;

          (b)  the Company's failure to pay all or any part of the principal, or
premium, if any, on the Notes when and as the same becomes due and payable at
maturity, redemption, by acceleration or otherwise, including, without
limitation, payment of the Change of Control

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Purchase Price or the Asset Sale Offer Price on Notes validly tendered and not
properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as
applicable;

          (c)  the Company's failure or the failure by any of its Subsidiaries
to observe or perform any other covenant or agreement contained in the Notes or
this Indenture and, except for the provisions under Sections 4.9, 4.12, 4.13 and
5.1 hereto, the continuance of such failure for a period of 30 days after
written notice is given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
Notes outstanding;

          (d)  a default in the Company's Indebtedness or the Indebtedness of
any of the Company's Subsidiaries with an aggregate amount outstanding in excess
of $10.0 million (A) resulting from the failure to pay principal at maturity or
(B) as a result of which the maturity of such Indebtedness has been accelerated
prior to its stated maturity;

          (e)  final unsatisfied judgments not covered by insurance aggregating
in excess of $10.0 million, at any one time rendered against the Company or any
of the Company's Subsidiaries and not stayed, bonded or discharged within 60
days;

          (f)  any Guarantee of a Guarantor that is a Significant Subsidiary
ceases to be in full force and effect or becomes unenforceable or invalid or is
declared null and void (other than in accordance with the terms of the Guarantee
and this Indenture) or any Guarantor denies or disaffirms its Obligations under
its Guarantee;

          (g)  a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of a the Company or any Significant Subsidiaries
in an involuntary case under any applicable Bankruptcy Law now or hereafter in
effect, (B) appointment of a receiver, liquidator, assignee, Custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary, or (C) the winding up or liquidation of the affairs of
the Company or any Significant Subsidiary and, in each case, such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;

          (h)  the Company or any Significant Subsidiary (A) commences a
voluntary case under any applicable Bankruptcy Law now or hereafter in effect,
or consents to the entry of an order for relief in an involuntary case under any
such law, (B) consents to the appointment of or taking possession by a receiver,
liquidator, assignee, Custodian, trustee, sequestrator or similar official of
the Company or any Significant Subsidiaries or for all or substantially all of
the property and assets of the Company or any Significant Subsidiary, or (C)
effects any general assignment for the benefit of creditors; or

          (i)  the Company's failure to consummate the Merger on the Issue Date.

If a Default occurs and is continuing, the Trustee must, within 90 days after
the occurrence of such Default, give to the Holders notice of such Default.

SECTION 6.2    ACCELERATION

          (a)  If an Event of Default occurs and is continuing (other than an
Event of Default specified in Section 6.1(g) or (h) hereof relating to the
Company or any of the Company's Significant Subsidiaries) then in every such
case, unless the principal of all of the Notes shall have

                                       63
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already become due and payable, either the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding, by notice in
writing to the Company (and to the Trustee if given by Holders) (an
"ACCELERATION NOTICE"), may declare all principal, determined as set forth
below, and accrued interest (and Liquidated Damages, if any) thereon to be due
and payable immediately. If an Event of Default specified in Section 6.1(g) or
(h) hereof, relating to the Company or any of the Company's Significant
Subsidiaries occurs, all principal and accrued interest (and Liquidated Damages,
if any) thereon will be immediately due and payable on all outstanding Notes
without any declaration or other act on the part of the Trustee or the Holders.
The Holders of a majority in aggregate principal amount of Notes generally are
authorized to rescind such acceleration if all existing Events of Default, other
than the non-payment of the principal of, premium, if any, and interest (and
Liquidated Damages, if any) on the Notes which have become due solely by such
acceleration, have been cured or waived.

          (b)  Prior to the declaration of acceleration of the maturity of the
Notes, the Holders of a majority in aggregate principal amount of the Notes at
the time outstanding may waive on behalf of all the Holders any Default, except
a Default in the payment of principal of or interest on any Note not yet cured
or a Default with respect to any covenant or provision which cannot be modified
or amended without the consent of the Holder of each outstanding Note affected.
Subject to the provisions of this Indenture relating to the duties of the
Trustee, the Trustee will be under no obligation to exercise any of its rights
or powers under this Indenture at the request, order or direction of any of the
Holders, unless such Holders have offered to the Trustee reasonable security or
indemnity.

SECTION 6.3    OTHER REMEDIES

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any,
Liquidated Damages, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note 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. All remedies are
cumulative to the extent permitted by law.

SECTION 6.4    WAIVER OF PAST DEFAULTS

     Subject to Section 6.7 hereof, the Holders of at least a majority in
principal amount of the outstanding Notes by written notice to the Company and
to the Trustee, may, on behalf of all Holders, waive any existing or past
Default or Event of Default hereunder and its consequences under this Indenture,
except a continuing Default or Event of Default in the payment of the principal
of, premium, and Liquidated Damages, if any, or interest on the Notes (including
in connection with an offer to purchase); PROVIDED, HOWEVER, that the Holders of
a majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related Payment
Default that resulted from such acceleration.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right arising therefrom.

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SECTION 6.5    CONTROL BY MAJORITY

     Subject to the provisions of this Indenture and applicable law, Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines in good faith
may be unduly prejudicial to the rights of other Holders of Notes not joining in
the giving of such direction or that may involve the Trustee in personal
liability and the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of the Notes.

SECTION 6.6    LIMITATION ON SUITS

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

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

          (b)  the Holders of at least 25% in aggregate principal amount of the
then outstanding Notes make a written request to the Trustee to pursue the
remedy;

          (c)  such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any costs, liability or expense;

          (d)  the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

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

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

SECTION 6.7    RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT

     Notwithstanding any other provision of this Indenture, except as permitted
by Section 9.2 hereof, the right of any Holder of a Note to receive payment of
the principal of, premium and Liquidated Damages, if any, and interest on the
Note, on or after the respective due dates expressed in the Note 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 6.8    COLLECTION SUIT BY TRUSTEE

     If an Event of Default specified in Section 6.1 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and

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expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9    TRUSTEE MAY FILE PROOFS OF CLAIM

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and may be a member of
the creditor's committee.

SECTION 6.10   PRIORITIES

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

     FIRST: to the Trustee, its agents and attorneys for amounts due under
Section 7.7 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection (including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel);

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

     THIRD: to the Company or to such party as a court of competent jurisdiction
shall direct.

     The Trustee may fix a Record Date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

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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 a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.1    DUTIES OF TRUSTEE

          (a)  If an Event of Default of which the Trustee has knowledge has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its 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 of which the
Trustee has knowledge:

               (i)       the duties of the Trustee shall be determined solely by
the express provisions of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and

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

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

               (i)       this paragraph (c) does not limit the effect of
paragraph (b) of this Section 7.1;

               (ii)      the Trustee shall not be liable for any error of
judgment made in good faith by an Officer of the Trustee, 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 6.5 hereof.

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          (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to Sections 7.1
and 7.2 hereof.

          (e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

SECTION 7.2    RIGHTS OF TRUSTEE

          (a)  In connection with the Trustee's rights and duties under this
Indenture, the Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from acting under this
Indenture, it may require an Officers' Certificate or an Opinion of Counsel or
both. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers' Certificate or Opinion of Counsel.
The Trustee may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.

          (c)  The Trustee may act through its attorneys and 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 that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

          (e)  Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

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

          (g)  Except with respect to Section 4.1 hereof, the Trustee shall have
no duty to inquire as to the performance of the Company's covenants in Article
IV hereof. In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Sections 6.1(a), 6.1(b) and 4.1 hereof or (ii) any Default or Event of
Default of which the Trustee shall have received written notification in the
manner set forth in this Indenture or an officer in the corporate trust
administration of the Trustee shall have obtained actual knowledge. Delivery of
reports, information and documents to the

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Trustee under Section 4.3 hereof is for informational purposes only and the
Trustee's receipt of the foregoing shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Company's or any Guarantor's, as applicable, compliance
with any of their covenants thereunder (as to which the Trustee is entitled to
rely exclusively on an Officer's Certificate).

          (h)  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, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee
may, in its discretion, make such further inquiry or investigation into such
facts or matters as it may see fit.

SECTION 7.3    INDIVIDUAL RIGHTS OF TRUSTEE

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest (as defined in the
TIA) it must eliminate such conflict within 90 days, apply to the Commission for
permission to continue as Trustee (if this Indenture has been qualified under
the TIA) or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4    TRUSTEE'S DISCLAIMER

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.5    NOTICE OF DEFAULTS

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice in the
manner and to the extent provided by Section 313(c) of the TIA of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, Liquidated
Damages, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.6    REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES

     Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the 12 months preceding the reporting date,
no report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c).

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     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed by the Trustee to the Company and filed with the Commission and
each stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

SECTION 7.7    COMPENSATION AND INDEMNITY

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. 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 promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses (including reasonable attorneys' fees) incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.7) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence, bad faith or willful misconduct.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

     The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Sections 6.1(g) or 6.1(h) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

SECTION 7.8    REPLACEMENT OF TRUSTEE

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

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     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

          (a)  the Trustee fails to comply with Section 7.10 hereof;

          (b)  the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c)  a Custodian or public officer takes charge of the Trustee or its
property; or

          (d)  the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

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

     If the Trustee, after written request by any Holder of a Note who has been
a Holder of a Note for at least six months, fails to comply with Section 7.10
hereof, such Holder of a Note may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.

     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 of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; PROVIDED, all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.9    SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

SECTION 7.10   ELIGIBILITY; DISQUALIFICATION

     There shall at all times be a Trustee hereunder that is a corporation or
trust company (or a member of a bank holding company) organized and doing
business under the laws of the United

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States of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has (or the bank holding company of
which it is a member has) a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

SECTION 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

     The Trustee is subject to 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 therein.

                                  ARTICLE VIII
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE
                         AND SATISFACTION AND DISCHARGE

SECTION 8.1    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.

SECTION 8.2    LEGAL DEFEASANCE AND DISCHARGE

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, each of the Company and the Guarantors, as
applicable, shall, subject to the satisfaction of the applicable conditions set
forth in Section 8.4 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes and Guarantees, as applicable,
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Guarantees), which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.5
hereof and the other Sections of this Indenture referred to in clauses (a) and
(b) below, and to have satisfied all their other obligations under such Notes,
such Guarantees and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in Section 8.4 hereof, and
as more fully set forth in Section 8.4, payments in respect of the principal of,
premium, if any, and interest and Liquidated Damages, if any, on such Notes when
such payments are due, (b) the Company's obligations with respect to such Notes
under Article II and Section 4.2 hereof, (c) the rights, powers, duties and
immunities of the Trustee hereunder and the Company's obligations in connection
therewith and (d) this Article VIII. Subject to compliance with this Article
VIII, the Company may exercise its option under this Section 8.2 notwithstanding
the prior exercise of its option under Section 8.3 hereof.

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SECTION 8.3    COVENANT DEFEASANCE

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, subject to the satisfaction of the applicable
conditions set forth in Section 8.4 hereof, the Company and the Guarantors shall
be released from their respective obligations under Sections 4.3, 4.4, 4.5, 4.7,
4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof
and the Guarantors shall be released from their obligations under Section
10.3(b) hereof, in each case on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes and the
Guarantees shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company and the Guarantors may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, subject to the satisfaction of the applicable conditions set forth
in Section 8.4 hereof, (x) Sections 6.1(c) through 6.1(f) and 6.1(i) hereof
shall not constitute Events of Default and (y) Sections 6.1(g) and 6.1(h) hereof
shall not constitute an Event of Default to the extent they occur after the 91st
day following the occurrence of the Company's exercise of Covenant Defeasance;
PROVIDED, HOWEVER that for all other purposes as set forth herein, such Covenant
Defeasance provisions shall be effective.

SECTION 8.4    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

     The following shall be the conditions to the application of either Section
8.2 or 8.3 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a)  the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States legal tender, U.S.
Government Obligations, or a combination thereof, in amounts that will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants which opinion can be subject to customary qualifications, to pay the
principal of, premium, if any, and Liquidated Damages, if any, and interest on
the outstanding Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be, and the Trustee must have, for
the benefit of Holders of the Notes, a valid, perfected exclusive security
interest in such trust;

          (b)  in the case of an election under Section 8.2 hereof, the Company
must deliver to the Trustee an Opinion of Counsel which opinion can be subject
to customary qualifications reasonably acceptable to the Trustee confirming that
(A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this Indenture, there has been
a change in the applicable federal income tax law, in either case to the effect
that, the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal

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income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

          (c)  in the case of an election under Section 8.3 hereof, the Company
must deliver to the Trustee an Opinion of Counsel which opinion can be subject
to customary qualifications reasonably acceptable to the Trustee confirming that
Holders of the Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;

          (d)  in the case of an election under Section 8.2 or 8.3 hereof, (x)
no Default or Event of Default shall have occurred and be continuing on the date
of the deposit, and (y) in the case of an election under Section 8.2 hereof, no
Event of Default specified in Section 6.1(g) or (h) hereof may occur at any time
from the date of the deposit to the 91st calendar day thereafter;

          (e)  the Defeasance may not result in a breach or violation of, or
constitute a Default under this Indenture or a default under any other material
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound;

          (f)  the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent to hinder,
delay or defraud any other of the Company's creditors; and

          (g)  the Company must deliver to the Trustee an Officers' Certificate
confirming the satisfaction of the conditions in clauses (a) through (f) above,
and an Opinion of Counsel, confirming the satisfaction of the conditions in
clauses (a) (with respect to the validity and perfection of the security
interest), (b), (c) and (e).

     Legal Defeasance and Covenant Defeasance shall be deemed to occur on the
earlier of (i) the 91st day after the deposit, and (ii) the day on which all of
the applicable conditions set forth in this Section 8.4 are satisfied.

     If the amount deposited with the Trustee to effect a Defeasance is
insufficient to pay the principal of, premium, if any, and interest on the Notes
when due, or if any court enters an order directing the repayment of the deposit
to the Company or otherwise making the deposit unavailable to make payments
under the Notes when due, then (so long as the insufficiency exists or the order
remains in effect) the Company and the Guarantors' obligations under this
Indenture and the Notes will be revived, and the Defeasance will be deemed not
to have occurred.

SECTION 8.5    DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
               OTHER MISCELLANEOUS PROVISIONS

     Subject to Section 8.6 hereof, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant
to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, and interest

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(and Liquidated Damages, if any), but such money need not be segregated from
other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.4 hereof or the principal and
interest received in respect thereof, other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article VIII to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or U.S. Government Obligations held by it as provided in
Section 8.4 hereof which, in the opinion of a firm of independent public
accountants nationally recognized in the United States expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

SECTION 8.6    REPAYMENT TO COMPANY

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any,
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, and premium, if any, Liquidated Damages, if any,
or interest has become due and payable shall be paid to the Company on its
written request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as a creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

SECTION 8.7    REINSTATEMENT

     If the Trustee or Paying Agent is unable to apply any United States legal
tender or U.S. Government Obligations in accordance with Section 8.2 or 8.3
hereof, as the case may be, by reason of any order directing the repayment of
the deposited money to the Company or otherwise making the deposit unavailable
to make payments under the Notes when due, or if any court enters an order
avoiding the deposit of money with the Trustee or Paying Agent or otherwise
requires the payment of the money so deposited to the Company or to a fund for
the benefit of its creditors, then (so long as the insufficiency exists or the
order remains in effect) the Company's and the Guarantors' obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.3 or 8.4 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.3 or 8.4 hereof, as the case may be; PROVIDED, HOWEVER, that, if
the Company makes any payment of principal of, premium, if any, Liquidated
Damages, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

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SECTION 8.8    SATISFACTION AND DISCHARGE

     This Indenture will be discharged and will cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of Notes)
as to all outstanding Notes when either:

          (a)  All outstanding Notes have been delivered to the Trustee for
cancellation; or

          (b)  (1)  the Company has given irrevocable and unconditional notice
of redemption for all of the outstanding Notes within 60 days, under Article III
hereto, or all outstanding Notes have otherwise become due and payable, and the
Company has irrevocably deposited or caused to be deposited with the Trustee an
amount of money sufficient to pay and discharge the entire indebtedness
(including all principal, premium, if any, and accrued interest (and Liquidated
Damages, if any)) on all outstanding Notes,

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

               (3)  the Trustee, for the benefit of the Holders of the Notes,
has a valid, perfected, first priority security interest in the trust,

               (4)  the deposit has not resulted in a breach or violation of, or
constituted a default under, and will not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or
instrument to which the Company or any of the Company's Subsidiaries are a party
or are otherwise bound,

               (5)  the Company has paid all other amounts payable by the
Company under this Indenture, and

               (6)  the Company has delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with intent to
hinder, delay, or defraud any other of the Company's creditors.

     The Company shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel confirming the satisfaction of the conditions in
clauses (3) (with respect to the validity and perfection of the security
interest) and (4) above.

                                   ARTICLE IX
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1    WITHOUT CONSENT OF HOLDERS OF NOTES

     Notwithstanding Section 9.2 hereof, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Notes or any Guarantee,
without the consent of any Holder of a Note:

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

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          (b)  to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article II hereof (including
the related definitions) in a manner that does not materially adversely affect
any Holder;

          (c)  to provide for the assumption of the Company's obligations to the
Holders of the Notes by a successor to the Company pursuant to Article V hereof;

          (d)  to provide for additional Guarantors as set forth in Section 4.14
hereof or for the release or assumption of a Guarantee in compliance with this
Indenture;

          (e)  to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
rights hereunder of any Holder of the Note;

          (f)  to comply with the provisions of the Depositary, Euroclear or
Clearstream or the Trustee with respect to the provisions of this Indenture or
the Notes relating to transfers and exchanges of Notes or beneficial interests
therein;

          (g)  to comply with requirements of the Commission in order to effect
or maintain the qualification of this Indenture under the TIA; or

          (h)  to provide for the issuance of Additional Notes in accordance
with the limitations set forth in this Indenture as of the date hereof.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
9.6 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture that adversely affects its own rights,
duties or immunities under this Indenture or otherwise.

SECTION 9.2    WITH CONSENT OF HOLDERS OF NOTES

     Except as expressly stated otherwise in this Section 9.2, and subject to
Sections 6.4 and 6.7 hereof, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture, the Notes and the Guarantees, with the
consent of the Holders of a majority in aggregate principal amount of the Notes
(including, without limitation, the Additional Notes, if any, voting as a single
class) then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a Payment
Default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Notes (including consents obtained in connection with a purchase of,
or tender offer or exchange offer for, the Notes).

     Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a

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particular instance by the Company or any Subsidiary with any provision of this
Indenture, the Notes or the Guarantees.

     However, without the consent of each Holder affected (it being understood
that, except as expressly stated otherwise in paragraphs (a) through (e) below,
Sections 4.12 and 4.13 hereof may be amended, waived or modified in accordance
with the first paragraph of this Section 9.2) an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

          (a)  change the Stated Maturity on any Note, or reduce the principal
amount thereof or the rate (or extend the time for payment) of interest thereon
or any premium payable upon the redemption thereof, or change the city of
payment where, or the coin or currency in which, any Note or any premium or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption at the Company's option, on or after the Redemption
Date), or after an Asset Sale or Change of Control has occurred reduce the
Change of Control Purchase Price or the Asset Sale Offer Price with respect to
the corresponding Asset Sale or Change of Control or alter the provisions
(including the defined terms used therein) regarding the Company's right to
redeem the Notes at the Company's option in a manner adverse to the Holders; or

          (b)  reduce the percentage in principal amount of the outstanding
Notes, the consent of whose Holders is required for any such amendment,
supplemental indenture or waiver provided for in this Indenture; or

          (c)  modify any of the waiver provisions, except to increase any
required percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
outstanding Note affected thereby; or

          (d)  cause the Notes or any Guarantee to become contractually
subordinate in right of payment to any other Indebtedness; or

          (e)  make any changes to the foregoing clauses (a) through (d) or this
clause (e) hereof, in a manner adverse to the Holders of the Notes.

     In connection with any amendment, supplement or waiver under this Article
IX, the Company may, but shall not be obligated to, offer to any Holder who
consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 9.6 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture adversely affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.2 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

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

SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in an amended or supplemental Indenture that complies with the TIA as then
in effect.

SECTION 9.4    REVOCATION AND EFFECT OF CONSENTS

     Until an amendment, supplement or waiver becomes effective (as determined
by the Company and which may be prior to any such amendment, supplement or
waiver becoming operative), a consent to it by a Holder of a Note is a
continuing consent by the Holder of a Note and every subsequent Holder of a Note
or portion of a Note that evidences the same Indebtedness as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder of a Note may revoke the consent
as to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective (as determined by the
Company), which may be prior to any such amendment, supplement or waiver
becoming operative.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it makes a change described in any of clauses (a) through
(e) of Section 9.2 hereof, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; PROVIDED, that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal and premium of
and interest (and Liquidated Damages, if any) on a Note, on or after the
respective dates set for such amounts to become due and payable expressed in
such Note, or to bring suit for the enforcement of any such payment on or after
such respective dates.

SECTION 9.5    NOTATION ON OR EXCHANGE OF NOTES

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

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SECTION 9.6    TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive indemnity reasonably satisfactory to it and to
receive and (subject to Section 7.1 hereof) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

                                    ARTICLE X
                                   GUARANTEES

SECTION 10.1   GUARANTEES

     By its execution of the Guarantee attached to each Note and a supplemental
indenture in the Form of Exhibit E attached hereto, each of the Guarantors
acknowledges and agrees that it receives substantial benefits from the Company
and that such party is providing its Guarantee for good and valuable
consideration, including, without limitation, such substantial benefits and
services, and the Holders are relying on the Notes being guaranteed by the
Guarantors to the extent required by this Indenture. Accordingly, subject to the
provisions of this Article X hereof, each Guarantor, jointly and severally,
hereby unconditionally guarantees on a senior basis to each Holder of a Note
authenticated and delivered by the Trustee and its successors and assigns that:
(i) the principal of, premium, if any, and interest and Liquidated Damages, if
any, on the Notes shall be duly and punctually paid in full when due, whether at
maturity, by acceleration, call for redemption, upon a Change of Control Offer,
upon an Asset Sale Offer or otherwise, and interest on overdue principal,
premium, if any, Liquidated Damages, if any, and (to the extent permitted by
law) interest on any interest, if any, on the Notes and all other obligations of
the Company to the Holders or the Trustee hereunder or under the Notes
(including fees, expenses or other) shall be promptly paid in full or performed,
all in accordance with the terms hereof; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, the
same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration,
call for redemption, upon a Change of Control, upon an Asset Sale Offer or
otherwise, subject, however, in the case of clauses (i) and (ii) above, to the
limitations set forth in Section 10.5 hereof (collectively, the "Guarantee
Obligations").

     Subject to the provisions of this Article X hereof, each Guarantor hereby
agrees that its Guarantee hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any thereof, the entry of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives and relinquishes: (a) any right to require the
Trustee, the Holders or the Company (each, a "Benefited Party") to proceed
against the Company, the Subsidiaries or any other Person or to proceed against
or exhaust any security held by a Benefited Party at any time or to pursue any
other remedy in any secured party's power before proceeding against the
Guarantors; (b) any defense that may arise by reason of the incapacity, lack of
authority, death or disability of any other Person or Persons or the failure of
a Benefited Party to file or enforce a

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claim against the estate (in administration, bankruptcy or any other proceeding)
of any other Person or Persons; (c) demand, protest and notice of any kind
(except as expressly required by this Indenture), including but not limited to
notice of the existence, creation or incurring of any new or additional
Indebtedness or obligation or of any action or non-action on the part of the
Guarantors, the Company, the Subsidiaries, any Benefited Party, any creditor of
the Guarantors, the Company or the Subsidiaries or on the part of any other
Person whomsoever in connection with any obligations the performance of which
are hereby guaranteed; (d) any defense based upon an election of remedies by a
Benefited Party, including but not limited to an election to proceed against the
Guarantors for reimbursement; (e) any defense based upon any statute or rule of
law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (f) any
defense arising because of a Benefited Party's election, in any proceeding
instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of
the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a
security interest under Section 364 of the Bankruptcy Code. The Guarantors
hereby covenant that, except as otherwise provided herein, the Guarantees shall
not be discharged except by payment in full of all Guarantee Obligations,
including the principal, premium, if any, and interest on the Notes and all
other costs provided for under this Indenture or as provided in Article VIII
hereof.

     If any Holder or the Trustee is required by any court or otherwise to
return to either the Company or the Guarantors, or any trustee, Custodian or
liquidator or similar official acting in relation to either the Company or the
Guarantors, any amount paid by the Company or the Guarantors to the Trustee or
such Holder, the Guarantees, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each of the Guarantors agrees that it shall
not be entitled to exercise any right of subrogation in relation to the Holders
in respect of any Guarantee Obligations hereby until payment in full of all such
obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the
one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article VI hereof for the purposes hereof, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Guarantee
Obligations, and (y) in the event of any acceleration of such obligations as
provided in Article VI hereof, such Guarantee Obligations (whether or not due
and payable) shall forthwith become due and payable by such Guarantor for the
purpose of the Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such
rights does not impair the rights of the Holders of the Guarantees.

SECTION 10.2   EXECUTION AND DELIVERY OF GUARANTEES

     To evidence the Guarantees set forth in Section 10.1 hereof, each of the
Guarantors agrees that a notation of the Guarantees substantially in the form
included in Exhibit A hereto shall be endorsed by an officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of each of the Guarantors by an Officer of each of
the Guarantors.

     Each of the Guarantors agree that the Guarantees set forth in this Article
X shall remain in full force and effect and apply to all the Notes
notwithstanding any failure to endorse on each Note a notation of the
Guarantees.

     If an Officer whose facsimile signature is on a Note or a notation of
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which the Guarantees are endorsed, the Guarantees shall be valid
nevertheless.

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     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantees set forth in this
Indenture on behalf of the Guarantors.

SECTION 10.3   GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS

          (a)  Nothing contained in this Indenture or in the Notes shall prevent
any consolidation or merger of any Guarantor with or into each other or with or
into the Company. Upon any such consolidation or merger, the Guarantee of the
Guarantor that does not survive the consolidation or merger shall no longer be
of any force or effect.

          (b)  Except for a merger or consolidation in which a Guarantor is sold
and its Guarantee is released in compliance with the provisions of Section 10.4
hereof, no Guarantor shall consolidate or merge with or into (whether or not
such Guarantor is the surviving Person) another Person unless, (i) subject to
the provisions of Section 10.4 hereof and the other provisions of this
Indenture, the Person formed by or surviving any such consolidation or merger
(if other than such Guarantor) assumes all the obligations of such Guarantor
pursuant to a supplemental indenture in form reasonably satisfactory to the
Trustee, pursuant to which such Person shall guarantee, on a senior basis, all
of such Guarantor's obligations under such Guarantor's Guarantee on the terms
set forth in this Indenture; and (ii) immediately before and immediately after
giving effect to such transaction on a pro forma basis, no Default or Event of
Default shall have occurred or be continuing. In case of any such consolidation
or merger and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and reasonably satisfactory in
form to the Trustee, of the Guarantees endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture to
be performed by such Guarantor, such successor corporation shall succeed to and
be substituted for such Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Guarantees had been issued at the date of the execution
hereof.

          (c)  The Trustee, subject to the provisions of Section 11.4 hereof,
shall be entitled to receive an Officers' Certificate as conclusive evidence
that any such consolidation or merger, and any such assumption of Guarantee
Obligations, comply with the provisions of this Section 10.3. Such Officers'
Certificate shall comply with the provisions of Section 11.5 hereof.

SECTION 10.4   RELEASE OF GUARANTORS

     Notwithstanding Section 10.3(b) hereof, upon the sale or disposition
(including by merger or stock purchase) of a Guarantor (as an entirety) to an
entity which is not and is not required to become a Guarantor, or the
designation of a Subsidiary to become an Unrestricted Subsidiary, which
transaction is otherwise in compliance with this Indenture (including, without
limitation, the provisions of Section 4.12 hereof), such Guarantor will be
deemed released from its obligations under its Guarantee of the Notes; PROVIDED,
HOWEVER, that any such termination shall occur only to the extent that all
obligations of such Guarantor under all of its guarantees of, and under all of
its pledges of assets or other security interests which secure, any of the
Company's Indebtedness or any Indebtedness of any other of the Company's
Subsidiaries shall also terminate upon such release, sale or transfer and none
of its Equity Interests are pledged for the benefit of any holder of any of the
Company's Indebtedness or any Indebtedness of any of the Company's Subsidiaries.

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     Upon delivery by the Company to the Trustee of an Officer's Certificate, to
the effect that such sale or other disposition or that such designation was made
by the Company in accordance with the provisions of this Indenture, the Trustee
shall execute any documents reasonably required in order to evidence the release
of any such Guarantor from its obligations under its Guarantee. Except as
provided in Section 10.3(a) hereof, any Guarantor not released from its
obligations under its Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article X.

     Notwithstanding the foregoing provisions of this Article X, (i) any
Guarantor whose Guarantee would otherwise be released pursuant to the provisions
of this Section 10.4 may elect, at its sole discretion, by written notice to the
Trustee, to maintain such Guarantee in effect notwithstanding the event or
events that otherwise would cause the release of such Guarantee (which election
to maintain such Guarantee in effect may be conditional or for a limited period
of time), and (ii) any Subsidiary of the Company which is not a Guarantor may
elect, at its sole discretion, by written notice to the Trustee, to become a
Guarantor (which election may be conditional or for a limited period of time).

SECTION 10.5   LIMITATION OF GUARANTOR'S LIABILITY; CERTAIN BANKRUPTCY EVENTS

          (a)  Each Guarantor, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee
Obligation of such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the
Trustee, the Holders and such Guarantor hereby irrevocably agree that the
Guarantee Obligations of such Guarantor shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the Guarantee Obligations
of such other Guarantor under this Article X, result in the Guarantee
Obligations of such Guarantor under this Article X, resulting in the obligations
of such Guarantor under its Guarantee not constituting a fraudulent transfer or
conveyance.

          (b)  Each Guarantor hereby covenants and agrees, to the fullest extent
that it may do so under applicable law, that in the event of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company, such
Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the Bankruptcy Law or otherwise.

SECTION 10.6   APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE   GUARANTORS

          (a)  For purposes of any provision of this Indenture which provides
for the delivery by any Guarantor of an Officers' Certificate and/or an Opinion
of Counsel, the definitions of such terms in Section 1.1 hereof shall apply to
such Guarantor as if references therein to the Company were references to such
Guarantor.

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          (b)  Any request, direction, order or demand which by any provision of
this Indenture is to be made by any Guarantor, shall be sufficient if evidenced
as described in Section 11.2 hereof as if references therein to the Company were
references to such Guarantor.

          (c)  Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Notes to or on any Guarantor may be given or served as described in Section 11.2
hereof as if references therein to the Company were references to such
Guarantor.

          (d)  Upon any demand, request or application by any Guarantor to the
Trustee to take any action under this Indenture, such Guarantor shall furnish to
the Trustee such certificates and opinions as are required in Section 11.4
hereof as if all references therein to the Company were references to such
Guarantor.

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1   TRUST INDENTURE ACT CONTROLS

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by the TIA, the imposed duties shall control.

SECTION 11.2   NOTICES

     Any notice or communication by the Company, any Guarantor or the Trustee to
the other is duly given if in writing and delivered in person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

     If to the Company, Issuer
     or the Guarantors:

                                 c/o Gundle/SLT Environmental, Inc.
                                 19103 Gundle Road
                                 Houston, TX 77073
                                 Attention: Corporate Counsel

     With Copy to:
                                 Kirkland & Ellis LLP
                                 200 E. Randolph Drive
                                 Chicago, Illinois 60601
                                 Telecopier No.: (312) 861-2200
                                 Attention: James S. Rowe

     If to the Trustee:
                                 U.S. Bank National Association
                                 60 Livingston Avenue
                                 St. Paul, MN 55107-2292
                                 Attention: Corporate Trust Department

                                       84
<Page>

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

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: (i) at the time delivered by hand, if personally
delivered; (ii) when answered back, if telexed; (iii) when receipt acknowledged,
if telecopied; and (iv) the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
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 within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 11.3   COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES

     Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

SECTION 11.4   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

          (a)  an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.5 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

          (b)  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.5 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 11.5   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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

                                       85
<Page>

          (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 Person, he or she 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
satisfied; and

          (d)  a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied; PROVIDED, HOWEVER, that with
respect to matters of fact, an Opinion of Counsel may rely on an Officers'
Certificate or certificate of public officials.

SECTION 11.6   RULES BY TRUSTEE AND AGENTS

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.7   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS

     No direct or indirect stockholder, employee, officer or director, as such,
past, present or future of the Company, the Guarantors or any successor entity
shall have any personal liability in respect of the Company's obligations or the
obligations of the Guarantors under this Indenture or the Notes solely by reason
of his or its status as such stockholder, employee, officer or director, except
that this provision shall in no way limit the obligation of any Guarantor
pursuant to any guarantee of the Notes. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

SECTION 11.8   GOVERNING LAW

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).

SECTION 11.9   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 11.10  SUCCESSORS

     All agreements of the Company and the Guarantors in this Indenture and the
Notes shall bind their successors. All agreements of the Trustee in this
Indenture shall bind its successors.

                                       86
<Page>

SECTION 11.11  SEVERABILITY

     In case any one or more of the provisions of this Indenture or in the Notes
or in the Guarantees shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 11.12  COUNTERPART 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.

SECTION 11.13  TABLE OF CONTENTS, HEADINGS, ETC.

     The Table of Contents and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       87
<Page>

                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of
the date first written above.

                                            THE ISSUER AND, AFTER THE MERGER,
                                            THE COMPANY:
                                            GEO SUB CORP.


                                            By:    /s/ MARCUS J. GEORGE
                                                   -----------------------------
                                            Name:  Marcus J. George
                                            Title: Vice President and Secretary


                                            THE TRUSTEE:
                                            U.S. BANK NATIONAL ASSOCIATION


                                            By:    /s/ RICHARD PROKOSCH
                                                   -----------------------------
                                            Name:  Richard Prokosch
                                            Title: Vice President

<Page>

                                    EXHIBIT A

                                 [FORM OF NOTE]

                 [GEO SUB CORP.][GUNDLE/SLT ENVIRONMENTAL, INC.]

                    11% [SERIES A] [SERIES B](1) SENIOR NOTE
                                    DUE 2012

                                                               CUSIP: __________

No.                                                            $________________

     [GEO Sub Corp.][Gundle/SLT Environmental, Inc.], a Delaware corporation
(hereinafter called the "Company" which term includes any successors under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to __________, or registered assigns, the principal sum of __________ Dollars,
on May 15, 2012.

     Interest Payment Dates: May 15 and November 15; commencing November 15,
2004.

     Record Dates: May 1 and November 1.

     Reference is made to the further provisions of this Note on the reverse
side, which will, for all purposes, have the same effect as if set forth at this
place.

----------
(1)  Series A should be replaced with Series B in the Exchange Notes.

                                       A-1
<Page>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


                                      [GEO SUB CORP.][GUNDLE/SLT
                                      ENVIRONMENTAL, INC.]
                                      a Delaware corporation


                                      By:
                                            ----------------------------
                                            Name:
                                            Title:


                                      By:
                                            ----------------------------
                                            Name:
                                            Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Notes described in the within-mentioned Indenture.


                          U.S BANK NATIONAL ASSOCIATION


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

Dated:
       -------------

<Page>

                                 (Back of Note)

               11% [Series A] [Series B](2) Senior Notes due 2012

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.](3)

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE 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. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), 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 MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.](4)

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS
THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM
ACCRUING ON THIS NOTE.](5)

----------
(2)  Series A should be replaced with Series B in the Exchange Notes.

(3)  To be included only on Global Notes deposited with DTC as Depositary.

(4)  To be included only on Global Notes deposited with DTC as Depositary.

(5)  To be included only on Reg S Temporary Global Notes.

                                       A-3
<Page>

[THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS. 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 THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON WHO IS ACQUIRING THIS SECURITY
IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S,
(2) AGREES THAT IT WILL NOT PRIOR TO THE LATER OF (X) THE DATE WHICH IS TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST
DAY ON WHICH GEO SUB CORP. (TO BE MERGED WITH AND INTO GUNDLE/SLT ENVIRONMENTAL,
INC.) (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY OR ANY PREDECESSOR OF THIS SECURITY AND (Y) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"),
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, 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 TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.](6)

(6)  To be included only on Transfer Restricted Notes.

                                       A-4
<Page>

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

     1.     INTEREST. [GEO Sub Corp.][Gundle/SLT Environmental, Inc.], a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 11% per annum from the Issue Date until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company will pay interest
and Liquidated Damages, if any, semi-annually on May 15 and November 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). The first Interest Payment Date shall be
November 15, 2004. Interest on the Notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from the Issue
Date; PROVIDED that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a Record Date (defined below) referred
to on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date. The Company shall
pay interest (including Accrued Bankruptcy Interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate then in effect; it shall pay interest (including Accrued
Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2.     METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the May 1 or
November 1 next preceding the Interest Payment Date (each a "Record Date"), even
if such Notes are cancelled after such Record Date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture (as
defined below) with respect to defaulted interest. The Notes will be payable as
to principal, interest, premium, if any, and Liquidated Damages, if any, at the
office or agency of the Company maintained within the City and State of New York
for such purpose, or, at the option of the Company, payment of interest and
Liquidated Damages, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and PROVIDED that payment by
wire transfer of immediately available funds to an account within the United
States will be required with respect to principal of and interest, premium, if
any, and Liquidated Damages, if any, on all Global Notes. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

     3.     PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

     4.     INDENTURE. The Company issued the Notes under an Indenture dated as
of the Issue Date (as supplemented, the "Indenture"), by and among the Company,
the Guarantors party thereto and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms.

                                       A-5
<Page>

     5.     OPTIONAL REDEMPTION.

            (a)     Except as set forth in clauses (b) and (c) of this Section,
the Company shall not have the right to redeem any Notes pursuant to this
Section prior to May 15, 2008. The Notes will be redeemable for cash at the
option of the Company, in whole or in part, at any time or from time to time on
or after May 15, 2008, upon not less than 30 days nor more than 60 days prior
notice mailed by first class mail to each Holder at its last registered address,
at the following redemption prices (expressed as percentages of the principal
amount) if redeemed during the 12-month period commencing May 15 of the years
indicated below, in each case together with accrued and unpaid interest (and
Liquidated Damages, if any), thereon to the date of redemption of the Notes (the
"Redemption Date"):

<Table>
<Caption>
                 YEAR                       PERCENTAGE
                 ----                       ----------
                 <S>                        <C>
                 2008                       105.500%
                 2009                       102.750%
                 2010 and thereafter        100.000%
</Table>

            (b)     Notwithstanding the provisions of clause (a) of this Section
5, at any time or from time to time on or prior to May 15, 2007 upon one or more
Qualified Equity Offerings, up to 35% of the aggregate principal amount of the
Notes issued pursuant to the Indenture (only as necessary to avoid any
duplication, excluding any replacement Notes) may be redeemed at the Company's
option within 90 days of the closing of any such Qualified Equity Offering from
the Net Cash Proceeds of such Qualified Equity Offering, on not less than 30
days, but not more than 60 days, notice to each Holder of the Notes to be
redeemed, at a redemption price equal to 111% of principal, together with
accrued and unpaid interest (and Liquidated Damages, if any) thereon to the
Redemption Date; provided, however, that immediately following each such
redemption not less than 65% of the aggregate principal amount of the Notes
originally issued pursuant to the Indenture on the Issue Date remain outstanding
(only as necessary to avoid any duplication, excluding any replacement Notes).

            (c)     Notwithstanding the provisions of clause (a) of this Section
5, at any time prior to May 15, 2008, the Notes issued pursuant to the Indenture
may be redeemed as a whole at the Company's option, at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed plus the Applicable
Premium as of, and accrued and unpaid interest, including Liquidated Damages, if
any, to the Redemption Date.

            (d)     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 whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption unless the Company defaults in such
payments due on the redemption date.

     6.     MANDATORY REDEMPTION. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.

                                       A-6
<Page>

     7.     OFFERS TO PURCHASE.

            (a)     CHANGE OF CONTROL. In the event that a Change of Control has
occurred, each Holder of Notes will have the right, at such Holder's option,
pursuant to an offer (subject only to conditions required by applicable law, if
any) by the Company (the "CHANGE OF CONTROL OFFER"), to require the Company to
repurchase all or any part of such Holder's Notes (PROVIDED, that the principal
amount of such Notes must be $1,000 or an integral multiple thereof) on a date
(the "CHANGE OF CONTROL PURCHASE DATE") that is no later than 45 Business Days
after the occurrence of such Change of Control, at a cash price equal to 101% of
the principal amount thereof (the "CHANGE OF CONTROL PURCHASE PRICE"), together
with accrued and unpaid interest (and Liquidated Damages, if any), to the Change
of Control Purchase Date.

     The Change of Control Offer shall be made within 20 Business Days following
a Change of Control and shall remain open for at least 20 Business Days
following its commencement (the "CHANGE OF CONTROL OFFER PERIOD"). Upon
expiration of the Change of Control Offer Period, the Company shall promptly
purchase all Notes properly tendered in response to the Change of Control Offer.

            (b)     ASSET SALE. The Company shall not and the Guarantors shall
not, and neither the Company nor the Guarantors shall permit any of the
Company's Subsidiaries to, in one or a series of related transactions, convey,
sell, transfer, assign or otherwise dispose of, directly or indirectly, any of
their property, business or assets, including by merger or consolidation (in the
case of a Guarantor or one of the Company's Subsidiaries), and including any
sale or other transfer or issuance of any Equity Interests of any of the
Company's Unrestricted Subsidiaries or Subsidiaries, whether by the Company or
one of the Company's Subsidiaries or through the issuance, sale or transfer of
Equity Interests by one of the Company's Subsidiaries or Unrestricted
Subsidiaries and including any sale and leaseback transaction (any of the
foregoing, an "ASSET SALE"), unless:

                    (1)    at least 75% of the total consideration for such
Asset Sale or series of related Asset Sales consists of cash, Cash Equivalents,
Related Business Assets, or a combination thereof,

                    (2)    with respect to any Asset Sale or related series of
Asset Sales involving a conveyance, sale, transfer, assignment or other
disposition of securities, property or assets with an aggregate fair market
value in excess of $2.0 million, the Company's Board of Directors determines in
good faith that the Company receives or such Subsidiary receives, as applicable,
fair market value for such Asset Sale, and

                    (3)    if the value of the assets being disposed of in such
Asset Sale or series of Asset Sales have an aggregate fair market value (as
determined in good faith by the Board of Directors) of at least $20.0 million,
the Board of Directors shall have received a written opinion of a nationally
recognized investment banking firm (or, if pertaining to a matter for which such
investment banking firms do not customarily render such opinions, an appraisal
or valuation firm of national reputation in the United States) to the effect
that such Asset Sale or series of Asset Sales is fair, from a financial point of
view, to the Company or such Subsidiary and the Company shall deliver a copy of
such opinion to the Trustee promptly following the consummation of such Asset
Sale or Asset Sales.

For purposes of clause (1) above of this Section, the following shall be deemed
cash consideration: (a) non-Subordinated Indebtedness owed to trade creditors
assumed by a transferee

                                       A-7
<Page>

in connection with such Asset Sale; PROVIDED, that the Company is and the
Company's Subsidiaries are fully released from obligations in connection
therewith; and (b) property that within 30 days of such Asset Sale is converted
into cash or Cash Equivalents; PROVIDED that such cash and Cash Equivalents
shall be treated as Net Cash Proceeds attributable to the original Asset Sale
for which such property was received.

          Within  365 days  following  such Asset Sale,  the Net Cash Proceeds
therefrom (the "ASSET SALE AMOUNT") may be:

            (a)     invested in Related Business Assets, used to make Restricted
Investments that are not prohibited by Section 4.9 of the Indenture, or used to
make Permitted Investments other than those permitted by clauses (a), (b), (c),
(d), (e), (f), and (g) of the definition of "Permitted Investments," defined in
the Indenture, or

            (b)     used to retire (i) Purchase Money Indebtedness secured by
the asset that was the subject of the Asset Sale, or (ii) Indebtedness
outstanding under the Credit Agreement and to permanently reduce the amount of
such Indebtedness outstanding on the Issue Date or permitted pursuant to
paragraph (c) of Section 4.7 of the Indenture; PROVIDED, THAT in the case of a
revolver or similar arrangement that makes credit available, such commitment is
so permanently reduced by such amount, or

            (c)     applied to the optional redemption of the Notes in
accordance with the terms of the Indenture and to the optional redemption of
other Indebtedness ranking PARI PASSU with the Notes with similar provisions
requiring the Company to repurchase such Indebtedness with the proceeds from
such Asset Sale, PRO RATA in proportion to the respective principal amounts (or
accreted values in the case of Indebtedness issued with an original issue
discount) of the Notes and such other Indebtedness then outstanding,

except that, in the case of each of the provisions of clauses (a) and (b) of
this paragraph, only proceeds from an Asset Sale of assets or capital stock of a
Foreign Subsidiary may be invested in or used to retire Indebtedness of a
Foreign Subsidiary. Pending the final application of any Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
the Net Cash Proceeds in any manner that is not prohibited by the Indenture.

          The accumulated Net Cash Proceeds from Asset Sales not applied as set
forth in (a), (b) or (c) of the preceding paragraph shall constitute Excess
Proceeds. Within 30 days after the date that the amount of Excess Proceeds
exceeds $10.0 million, the Company shall apply an amount equal to the Excess
Proceeds (rounded to the nearest $1,000) by making an offer to repurchase the
Notes and such other PARI PASSU Indebtedness with similar provisions requiring
the Company to make an offer to purchase such Indebtedness with the proceeds
from such Asset Sale pursuant to a cash offer (subject only to conditions
required by applicable law, if any), PRO RATA in proportion to the respective
principal amounts (or accreted values in the case of Indebtedness issued with an
original issue discount) of the Notes and such other Indebtedness then
outstanding (the "ASSET SALE OFFER"). The Company will offer to purchase the
Notes in the Asset Sale Offer at a purchase price of 100% of the principal
amount (or accreted value in the case of Indebtedness issued with an original
issue discount) of the Notes, together with accrued and unpaid interest (and
Liquidated Damages, if any) to the date of payment). Each Asset Sale Offer shall
remain open for a minimum of 20 Business Days and not more than 60 days
following its commencement.

                                       A-8
<Page>

     8.     DENOMINATIONs, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a Record Date and
the corresponding Interest Payment Date.

     9.     PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

     10.    AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Notes or the Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture, the Notes or the Guarantees may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture, the Notes or the Guarantees
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation, to provide for additional
Guarantees as set forth in the Indenture or for the release or assumption of
Guarantees in compliance with the Indenture, to make any change that would
provide any additional rights or benefits to the Holders of the Notes (including
the addition of any Guarantor) or that does not adversely affect the rights
under the Indenture of any such Holder, to comply with the provisions of the
Depositary, Euroclear or Clearstream or the Trustee with respect to the
provisions of the Indenture or the Notes relating to transfers and exchanges of
Notes or beneficial interests therein, or to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
TIA, or to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture as of the date hereof.

     11.    DEFAULTS AND REMEDIES. The Indenture provides that each of the
following constitutes an Event of Default:

            (a)     the Company's failure to pay any installment of interest (or
Liquidated Damages, if any) on the Notes as and when the same becomes due and
payable and the continuance of any such failure for 30 days;

            (b)     the Company's failure to pay all or any part of the
principal, or premium, if any, on the Notes when and as the same becomes due and
payable at maturity, redemption, by acceleration or otherwise, including,
without limitation, payment of the Change of Control Purchase Price or the Asset
Sale Offer Price on Notes validly tendered and not properly withdrawn pursuant
to a Change of Control Offer or Asset Sale Offer, as applicable;

            (c)     the Company's failure or the failure by any of its
Subsidiaries to observe or perform any other covenant or agreement contained in
the Notes or the Indenture and, except for the provisions under Sections 4.9,
4.12, 4.13 and 5.1 of the Indenture, the continuance of such failure for a
period of 30 days after written notice is given to the Company by the Trustee or
to

                                       A-9
<Page>

the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Notes outstanding;

            (d)     a default in the Company's Indebtedness or the Indebtedness
of any of the Company's Subsidiaries with an aggregate amount outstanding in
excess of $10.0 million (A) resulting from the failure to pay principal at
maturity or (B) as a result of which the maturity of such Indebtedness has been
accelerated prior to its stated maturity;

            (e)     final unsatisfied judgments not covered by insurance
aggregating in excess of $10.0 million, at any one time rendered against the
Company or any of the Company's Subsidiaries and not stayed, bonded or
discharged within 60 days;

            (f)     any Guarantee of a Guarantor that is a Significant
Subsidiary ceases to be in full force and effect or becomes unenforceable or
invalid or is declared null and void (other than in accordance with the terms of
the Guarantee and the Indenture) or any Guarantor denies or disaffirms its
Obligations under its Guarantee;

            (g)     a court having jurisdiction in the premises enters a decree
or order for (A) relief in respect of a the Company or any Significant
Subsidiaries in an involuntary case under any applicable Bankruptcy Law now or
hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
Custodian, trustee, sequestrator or similar official of the Company or any
Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary, or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;

            (h)     the Company or any Significant Subsidiary (A) commences a
voluntary case under any applicable Bankruptcy Law now or hereafter in effect,
or consents to the entry of an order for relief in an involuntary case under any
such law, (B) consents to the appointment of or taking possession by a receiver,
liquidator, assignee, Custodian, trustee, sequestrator or similar official of
the Company or any Significant Subsidiaries or for all or substantially all of
the property and assets of the Company or any Significant Subsidiary, or (C)
effects any general assignment for the benefit of creditors; or

            (i)     the Company's failure to consummate the Merger on the Issue
Date.

If a Default occurs and is continuing, the Trustee must, within 90 days after
the occurrence of such Default, give to the Holders notice of such Default.

     12.    TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     13.    NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder (direct or indirect) of the
Company or the Guarantors (or any such successor entity), as such, shall have
any liability for any Obligations of the Company or the Guarantors under the
Notes, the Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such Obligations or their creation, except in their capacity as
an obligor or Guarantor of the Notes in accordance with the Indenture. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

                                      A-10
<Page>

     14.    AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     15.    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 right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     16.    ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED NOTES.(7) In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the date of the Indenture, among the
Company, the Guarantors and the Initial Purchasers (the "Registration Rights
Agreement").

     17.    CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP 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 Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon, and any such redemption shall not
be affected by any defect in or omission of such numbers.

     18.    GOVERNING LAW. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL LAWS AND RULES 327(b).

     19.    CONFLICTS BETWEEN THIS NOTE AND THE INDENTURE. In the event of any
conflicts between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall govern.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture [and/or the Registration Rights Agreement](8).
Requests may be made to:

            c/o Gundle/SLT Environmental, Inc.
            19103 Gundle Road
            Houston, TX 77073
            Attention: Corporate Counsel

----------
(7)  To be included only on Transfer Restricted Notes.

(8)  To be included only on Transfer Restricted Notes.

                                      A-11
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (We) assign and transfer
this Note to

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________

to transfer this Note 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 face of this Note)

Signature Guarantee*

________________________________________________________________________________

*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.

                                      A-12
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.12 or Section 4.13 of the Indenture, check the box below:

               / / Section 4.12               / / Section 4.13

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount you
elect to have purchased (in denominations of $1,000 only, except if you have
elected to have all of your Notes purchased): $___________

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

                                 (Sign exactly as your name appears on the Note)

                        Social Security or Tax Identification No.: _____________

Signature Guarantee*


________________________________________________________________________________


*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.

                                      A-13
<Page>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(9)

     The following exchanges of an interest in this Global Note for an interest
in another Global Notes or for a Definitive Note, or exchanges of an interest in
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<Table>
<Caption>
                        Amount of                                                            Signature of
                       Decrease in            Amount of           Principal Amount of         Authorized
                    Principal Amount         Increase in            this Global Note          Officer of
   Date of                of              Principal Amount of        Following Such         Trustee or Note
  Exchange          this Global Note        this Global Note      Decrease (or Increase)       Custodian
------------        ----------------      -------------------     ----------------------    ---------------
<S>                 <C>                   <C>                     <C>                       <C>

</Table>

----------
(9)  This should be included only if the Note is issued in global form.

                                      A-14
<Page>

                                    GUARANTEE

     The Guarantors listed below (hereinafter referred to as the "Guarantors,"
which term includes any successors or assigns under the Indenture, dated the
date hereof, among the Guarantors, the Company (defined below) and U.S. Bank
National Association, as trustee (the "Indenture") and any additional
Guarantors), have irrevocably and unconditionally guaranteed on a senior basis
the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which
include (i) the due and punctual payment of the principal of, premium, if any,
and interest and Liquidated Damages, if any, on the 11% Senior Notes due 2012
(the "Notes") of [GEO Sub Corp.][Gundle/SLT Environmental, Inc.], a Delaware
corporation (the "Company"), whether at maturity, by acceleration, call for
redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise, the due and punctual payment of interest on the overdue principal and
premium, if any, and (to the extent permitted by law) interest on any interest
on the Notes, and the due and punctual performance of all other obligations of
the Company, to the Holders or the Trustee all in accordance with the terms set
forth in Article X of the Indenture, and (ii) in case of any extension of time
of payment or renewal of any Notes or any such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at Stated Maturity, by acceleration, call
for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, or
otherwise.

     The obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
X of the Indenture and reference is hereby made to such Indenture for the
precise terms of this Guarantee.

     No past, present or future director, officer, employee, incorporator or
stockholder (direct or indirect) of the Guarantors (or any such successor
entity), as such, shall have any liability for any obligations of the Guarantors
under this Guarantee or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation, except in their capacity as
an obligor or Guarantor of the Notes in accordance with the Indenture.

     This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Guarantor and its successors and assigns until
full and final payment of all of the Company's obligations under the Notes and
the Indenture or until released or legally defeased in accordance with the
Indenture 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 herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and performance and not of collectibility.

     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

     The obligations of each Guarantor under this Guarantee shall be limited to
the extent necessary to insure that it does not constitute a fraudulent
conveyance under applicable law.

     THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

     Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.

                                      A-15
<Page>

     IN WITNESS WHEREOF, each of the Guarantors has caused this instrument to be
duly executed.

Dated: ___________

                                    [NAME OF GUARANTOR]

                                    By:
                                         -----------------------------
                                         Name:
                                         Title:

                                    [NAME OF GUARANTOR]

                                    By:
                                         -----------------------------
                                         Name:
                                         Title:

<Page>

                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

GEO Sub Corp.
c/o Gundle/SLT Environmental, Inc.
19103 Gundle Road
Houston, TX  77073
Attention: Corporate Counsel


U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292


     Re: 11% Senior Notes due 2012

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of May 18, 2004 (the
"Indenture"), among GEO SUB CORP., as issuer (the "Company"), the Guarantors
party thereto and U.S. Bank National Association, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture. ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.  / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any State of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2.  / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably

<Page>

believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser) and the interest
transferred will be held immediately thereafter through Euroclear or
Clearstream. Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

3.  / /  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT
OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any State of the United States, and accordingly the Transferor hereby further
certifies that (check one):

    (a)  / /  Such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act; or

    (b)  / /  Such Transfer is being effected to the Company or a subsidiary
thereof; or

    (c)  / /  Such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or

    (d)  / /  such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in a form of Exhibit D to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification and provided to the Company, which has confirmed its
acceptability), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Definitive Notes and in the Indenture and the Securities Act.

4.  / /  Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

                                       B-2
<Page>

    (a)  / /  CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any State of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture and the Securities Act.

    (b)  / /  CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture and the Securities
Act.

    (c)  / /  CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

                                       B-3
<Page>

This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

                                           Dated:
-------------------------------------            ------------------------------

[Insert Name of Transferor]

By:
    -----------------------------
    Name:
    Title:

                                       B-4
<Page>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.     The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

       (a)   / /   a beneficial interest in the:

             (i)   / /   144A Global Note (CUSIP 37249YAA6), or

             (ii)  / /   Regulation S Global Note (CUSIP U37358AA3), or

       (b)   / /   a Restricted Definitive Note.

2.     After the Transfer the Transferee will hold:

[CHECK ONE]

       (a)   / /   a beneficial interest in the:

             (i)   / /   144A Global Note (CUSIP 37249YAA6), or

             (ii)  / /   Regulation S Global Note (CUSIP U37358AA3), or

             (iii) / /   Unrestricted Global Note (CUSIP         ); or

       (b)   / /   a Restricted Definitive Note; or

       (c)   / /   an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                       B-5
<Page>

                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

GEO Sub Corp.
c/o Gundle/SLT Environmental, Inc.
19103 Gundle Road
Houston, TX  77073
Attention: Corporate Counsel


U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292

     Re: 11% Senior Notes due 2012

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of May 18, 2004 (the
"Indenture"), among GEO SUB CORP., as issuer (the "Company"), the Guarantors
party thereto and U.S. Bank National Association, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     ____________, (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

          1.   EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

               (a)  / /  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any State of the
United States.

               (b)  / /  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive

                                       C-1
<Page>

Note is being acquired in compliance with any applicable blue sky securities
laws of any State of the United States.

               (c)  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any State
of the United States.

               (d)  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any State of the United States.

          2.   EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

               (a)  / /  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

               (b)  / /  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the:
[CHECK ONE] / / 144A Global Note or / / Regulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any State of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

                                       C-2
<Page>

This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

--------------------------
[Insert Name of Owner]


By:
    ----------------------
    Name:
    Title:


Dated:
      -----------------

                                       C-3
<Page>

                                    EXHIBIT D
                       FORM OF CERTIFICATE FROM ACQUIRING
                        INSTITUTIONAL ACCREDITED INVESTOR

GEO Sub Corp.
c/o Gundle/SLT Environmental, Inc.
19103 Gundle Road
Houston, TX  77073
Attention: Corporate Counsel


U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292

     Re: 11% Senior Notes due 2012

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of May 18, 2004 (the
"Indenture"), among GEO SUB CORP., as issuer (the "Company"), the Guarantors
party thereto and U.S. Bank National Association, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of: (a) a beneficial interest in a Global Note, or (b) a
Definitive Note, we confirm that:

     1.   We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any Guarantor or any of their
respective subsidiaries, (B) in accordance with Rule 144A under the Securities
Act to a "qualified institutional buyer" (as defined therein), (C) to an
institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter
and, if the proposed transfer is in respect of an aggregate principal amount of
Notes of less than $250,000, an Opinion of Counsel in form reasonably acceptable
to the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144 under the Securities Act, (F) in accordance with another exemption from the
registration requirements of the Securities Act (and based upon an opinion of
counsel acceptable to the Company) or (G) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note from us in a transaction

                                       D-1
<Page>

meeting the requirements of clauses (A) through (F) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

     3.   We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect. We further understand that any subsequent
transfer by us of the Notes or beneficial interest therein acquired by us must
be effected through one of the Initial Purchasers.

     4.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5.   We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                                       D-2
<Page>

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

--------------------------------------         Dated: _______________, ____
[Insert Name of Accredited Investor]


By:
    -----------------------------
Name:
Title:

                                       D-3
<Page>

                                    EXHIBIT E
                         FORM OF SUPPLEMENTAL INDENTURE
                          TO BE DELIVERED BY SUBSEQUENT
                                   GUARANTORS

     Supplemental Indenture (this "Supplemental Indenture"), dated as of ____,
among ___________________ (the Guarantor(s) listed on the signature page
attached hereto each a "Guaranteeing Subsidiary"), a subsidiary of Gundle/SLT
Environmental Inc. (or its permitted successor), a Delaware corporation (the
"Company"), the Company and U.S. Bank National Association, as trustee under the
Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of May 18, 2004, providing for the
issuance of 11% Senior Notes due 2012 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances each
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which any newly-acquired or created Guarantor shall
unconditionally guarantee on a senior basis all of the Company's obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(a "Subsidiary Guarantee"); and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
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
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1.   CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary irrevocably and
unconditionally guarantees on a senior basis the Guarantee Obligations, which
include (i) the due and punctual payment of the principal of, premium, if any,
and interest and Liquidated Damages, if any, on the Notes, whether at maturity,
by acceleration, call for redemption, upon a Change of Control Offer, upon an
Asset Sale Offer or otherwise, the due and punctual payment of interest on the
overdue principal and premium, if any, and (to the extent permitted by law)
interest on any interest on the Notes, and payment of expenses, and the due and
punctual performance of all other obligations of the Company, to the Holders or
the Trustee all in accordance with the terms set forth in Article X of the
Indenture, and (ii) in case of any extension of time of payment or renewal of
any Notes or any such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration, call for redemption, upon
a Change of Control Offer, upon an Asset Sale Offer or otherwise.

     The obligations of Guaranteeing Subsidiary to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article X of the Indenture and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee.

                                       E-1
<Page>

     No past, present or future director, officer, employee, incorporator or
stockholder (direct or indirect) of the Guaranteeing Subsidiary (or any such
successor entity), as such, shall have any liability for any obligations of the
Guaranteeing Subsidiary under this Subsidiary Guarantee or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation, except in their capacity as an obligor or Guarantor of the Notes in
accordance with the Indenture.

     This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Guaranteeing Subsidiary and its successors and
assigns until full and final payment of all of the Company's obligations under
the Notes and Indenture or until released in accordance with the Indenture 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 herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof. This is a Guarantee of payment and
performance and not of collectibility.

     The obligations of each Guaranteeing Subsidiary under its Subsidiary
Guarantee shall be limited to the extent necessary to insure that it does not
constitute a fraudulent conveyance under applicable law.

     THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

     3.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, INCLUDING,
WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     4.   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.

     5.   EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

                                       E-2
<Page>

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and

attested, all as of the date first above written.

                                     THE COMPANY:
                                     GUNDLE/SLT ENVIRONMENTAL. INC.

                                     By:
                                          -----------------------------
                                          Name:
                                          Title:

                                     GUARANTEEING SUBSIDIARY:
                                     NAME:

                                     By:
                                          -----------------------------
                                          Name:
                                          Title:

                                     THE TRUSTEE:
                                     U.S. Bank National Association

                                     By:
                                          -----------------------------
                                          Name:
                                          Title:

<Page>

                                    EXHIBIT F


                              MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT (this "AGREEMENT"), dated as of May 18, 2004 is
made by and among CHS Management IV LP, a Delaware limited partnership ("CHS"),
GEO Holdings Corp., a Delaware corporation ("PARENT"), and Gundle/SLT
Environmental, Inc., a Delaware corporation (the "COMPANY").

     WHEREAS, Parent and the Company desire to receive financial and management
consulting services from CHS, and thereby obtain the benefit of the experience
of CHS in business and financial management generally and its knowledge of
Parent and the Company and Parent and the Company's financial affairs in
particular. CHS is willing to provide financial and management consulting
services to Parent and the Company. Accordingly, the compensation arrangements
set forth in this Agreement are designed to compensate CHS for such services.

     NOW, THEREFORE, in consideration of the foregoing premises and the
respective agreements hereinafter set forth and the mutual benefits to be
derived herefrom, CHS, Parent and the Company hereby agree as follows:

                                      TERMS

1.     ENGAGEMENT. Parent and the Company hereby engage CHS as a financial and
       management consultant, and CHS hereby agrees to provide financial and
       management consulting services to Parent and the Company, all on the
       terms and subject to the conditions set forth below.

2.     SERVICES OF CHS. CHS hereby agrees during the term of this engagement to
       consult with the boards of directors and the management of Parent and the
       Company in such manner and on such business and financial matters as may
       be reasonably requested from time to time by the boards of directors and
       the management of Parent and the Company, including but not limited to:
       (a) business strategy; (b) budgeting of future business investments; (c)
       acquisition and divestiture strategies; and (d) debt and equity
       financings.

3.     COMPENSATION.

       (a)    MONTHLY FEE. The Company agrees to pay to CHS as compensation for
              services to be rendered by CHS hereunder, a monthly fee equal to
              $166,666.66, payable monthly in arrears on the last day of each
              month, commencing with the month during which the closing of the
              Purchase (as defined below) occurs, with the monthly payment for
              the month in which the Purchase is closed being pro rated for the
              number of days between the date of such closing and the end of
              such month. Such fee shall be expressly subordinated to the
              principal, interest and premium, if any, owing under the Company's
              11% Senior Notes due 2012 (the "SENIOR NOTES") and under the
              Credit Agreement (as such term is defined in the Indenture (as
              defined below)) until all obligations under the Senior Notes and
              the Credit Agreement, including interest through the date of
              payment (whether or not such interest is allowed in a bankruptcy
              case), have been paid in full in cash; provided that,
              notwithstanding such subordination, such fee shall be permitted to

                                       F-1
<Page>

              be paid at all times other than during such time (a "RESTRICTED
              PERIOD") as either (i) a Default or an Event of Default (each such
              term as defined in the Indenture governing the Senior Notes (as
              such Indenture may be amended, restated, supplemented, renewed,
              replaced or otherwise modified from time to time, the
              "INDENTURE")) has occurred and is continuing with respect to the
              Senior Notes (it being understood that any such Default or Event
              of Default that results exclusively due to a default under the
              Credit Agreement shall not give rise under this clause (i) to the
              Restricted Period) or (ii) any Event of Default (as defined in the
              Credit Agreement) specified in any of Sections 8.01(a), 8.01(b),
              8.01(g) or 8.01(h) of the Credit Agreement has occurred and is
              continuing; provided further that the fee shall continue to accrue
              during any Restricted Period and all accrued and unpaid fees will
              be paid upon the termination of the Restricted Period. In the
              event that any amount of the fee specified in this paragraph is
              paid by the Company to CHS during a Restricted Period, CHS agrees
              to turn over such amount to the Collateral Agent under the Credit
              Agreement, to be held as additional Collateral for the Obligations
              under the Credit Agreement (all capitalized terms in this sentence
              not otherwise defined in this Agreement shall have the meanings
              provided in the Credit Agreement); PROVIDED that, pursuant to
              pursuant to Section 11.4(b) of that certain Security Agreement,
              dated as of May 18, 2004, among the Company, the Guarantors party
              thereto and UBS AG, Stamford Branch, as Collateral Agent, the
              Company shall (and shall cause its subsidiaries and affiliates to)
              request the Collateral Agent to (and take other actions reasonably
              requested by CHS to cause the Collateral Agent to) return to CHS
              upon the end of the Restricted Period any amount so turned over;
              PROVIDED further that any amount turned over to the Collateral
              Agent and not returned to CHS upon the end of the applicable
              Restricted Period pursuant to the preceding proviso shall be
              deemed to have accrued and not been paid by the Company, and the
              Company shall pay CHS such unreturned amounts within 2 days after
              CHS's written request. Upon a termination of this Agreement in
              accordance with SECTION 5 hereof which does not occur on the last
              day of a month, a pro rated monthly fee shall be paid based upon
              the number of days elapsed in the partial month prior to
              termination.

       (b)    PURCHASE. As compensation for services rendered by CHS to Parent
              in connection with the identification and negotiation of the Plan
              and Agreement of Merger, dated as of December 31, 2003, by and
              among Parent, the Company and GEO Sub Corp. (the "MERGER
              AGREEMENT"), the structuring of the transactions contemplated by
              the Merger Agreement and the financing of such transactions (the
              "PURCHASE"), Holdings agrees to pay $5,000,000.00 to CHS on the
              date hereof.

       (c)    FUTURE PURCHASES. When and as Code Hennessy & Simmons IV LP or any
              of its affiliates purchase equity securities of Parent, Parent
              will pay to CHS a fee equal to 5.0% of the gross purchase price of
              such securities as compensation for services rendered by CHS to
              Parent in connection with the consummation of the transaction or
              other activity giving rise to such purchase.

4.     EXPENSE REIMBURSEMENT. Parent and the Company, as applicable, shall
       promptly reimburse CHS for such reasonable travel expenses and other out
       of pocket fees and expenses as may be incurred by CHS, its partners and
       employees in connection with the

                                       F-2
<Page>

       Purchase and future acquisitions, and in connection with the rendering of
       services hereunder.

5.     TERM. This Agreement shall be in effect for an initial term of seven
       years commencing on the date hereof, and shall be automatically renewed
       thereafter on a year-to-year basis unless one party gives 30 days' prior
       written notice of its desire to terminate this Agreement; provided,
       however, that this Agreement shall terminate on a Sale of the Company (as
       defined in the Stockholders Agreement, dated as of the date hereof, by
       and among Parent, Code Hennessy & Simmons IV LP and Parent's other
       stockholders). No termination of this Agreement, whether pursuant to this
       paragraph or otherwise, shall affect Parent's or the Company's
       obligations with respect to the fees, costs and expenses incurred by CHS
       in rendering services hereunder and not reimbursed by Parent or the
       Company as of the effective date of such termination.

6.     INDEMNIFICATION. Parent and the Company agree, jointly and severally, to
       indemnify and hold harmless CHS, its officers and employees against and
       from any and all loss, liability, suits, claims, costs, damages and
       expenses (including attorneys' fees) arising from their performance
       hereunder, except as a result of their gross negligence or intentional
       wrongdoing.

7.     CHS AN INDEPENDENT CONTRACTOR. CHS, Parent and the Company agree that CHS
       shall perform services hereunder as an independent contractor, retaining
       control over and responsibility for its own operations and personnel.
       Neither CHS nor its partners or employees shall be considered employees
       or agents of Parent or the Company as a result of this Agreement nor
       shall any of them have authority to contract in the name of or bind
       Parent or the Company, except as expressly agreed to in writing by Parent
       or the Company, respectively.

8.     NOTICES. Any notice, report or payment required or permitted to be given
       or made under this Agreement by one party to the other shall be deemed to
       have been duly given or made if personally delivered or, if mailed, when
       mailed by registered or certified mail, postage prepaid, to the other
       party at the following addresses (or at such other address as shall be
       given in writing by one party to the other):

       If to CHS:

                  CHS Management IV LP
                  10 South Wacker Drive
                  Suite 3175
                  Chicago, IL 60606
                  Facsimile: (312) 876 3854
                  Attn: Daniel J. Hennessy and Marcus J. George

       with a copy to:

                  Kirkland & Ellis LLP
                  200 East Randolph Drive
                  Chicago, IL 60601
                  Facsimile: (312) 861 2200
                  Attn:  Kevin R. Evanich, P.C.

                                       F-3
<Page>

       If to Parent or the Company:

                  Gundle/SLT Environmental, Inc.
                  19103 Gundle Road
                  Houston, Texas 77073
                  Facsimile: (281) 443-3399
                  Attn:  Samir T. Badawi

9.     ENTIRE AGREEMENT; MODIFICATION. This Agreement (a) contains the complete
       and entire understanding and agreement of CHS, Parent and the Company
       with respect to the subject matter hereof; (b) supersedes all prior and
       contemporaneous understandings, conditions and agreements, oral or
       written, express or implied, respecting the engagement of CHS in
       connection with the subject matter hereof; and, (c) subject to SECTION 13
       below, may not be modified except by an instrument in writing executed by
       CHS, Parent and the Company.

10.    WAIVER OF BREACH. The waiver by a party of a breach of any provision of
       this Agreement by another party shall not operate or be construed as a
       waiver of any subsequent breach of that provision or any other provision
       hereof.

11.    ASSIGNMENT. None of CHS, Parent or the Company may assign its rights or
       obligations under this Agreement without the express written consent of
       each other party.

12.    CHOICE OF LAW. This Agreement shall be governed by and construed in
       accordance with the domestic laws of the State of Illinois, without
       giving effect to any choice of law or conflict of law provision or rule
       (whether of the State of Illinois or any other jurisdiction) that would
       cause the application of the laws of any jurisdiction other than the
       State of Illinois.

13.    THIRD PARTY BENEFICIARIES. Each of the Collateral Agent and the
       Administrative Agent (as each such term is defined in the Credit
       Agreement) and the Trustee (as such term is defined in the Indenture)
       shall be third party beneficiaries of the second and third sentences in
       Section 3(a) above. Any modification of such sentences shall require the
       consent of Collateral Agent, such Administrative Agent and such Trustee.

                                  *   *   *   *

                                       F-4
<Page>

     IN WITNESS WHEREOF, the parties hereto have caused this Management
Agreement to be duly executed and delivered on the date and year first above
written.

                                           CHS MANAGEMENT IV LP

                                           By:  Code Hennessy & Simmons LLC
                                           Its: General Partner


                                           By:
                                              -----------------------------
                                           Name:
                                                ---------------------------
                                           Its:
                                               ----------------------------


                                           GEO HOLDINGS CORP.

                                           By:
                                              -----------------------------
                                           Name:
                                                ---------------------------
                                           Its:
                                               ----------------------------


                                           GUNDLE/SLT ENVIRONMENTAL, INC.


                                           By:
                                              -----------------------------
                                           Name:
                                                ---------------------------
                                           Its:
                                               ----------------------------

<Page>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
TIA SECTION                                                     INDENTURE SECTION
-----------                                                     -----------------
<S>                                                               <C>
310(a)(1)...................................................................7.10
   (a)(2)...................................................................7.10
   (a)(3)...................................................................N.A.
   (a)(4)...................................................................N.A.
   (a)(5)...................................................................7.10
   (b)......................................................................7.10
   (c)......................................................................N.A.
311(a)......................................................................7.11
   (b)......................................................................7.11
   (c)......................................................................N.A.
312(a).......................................................................2.5
   (b)......................................................................12.3
   (c)......................................................................12.3
313(a).......................................................................7.6
   (b)(1)...................................................................N.A.
   (b)(2)...............................................................7.6; 7.7
   (c)............................................................7.5; 7.6; 12.2
   (d).......................................................................7.6
314(a)................................................................12.2; 12.5
   (b)......................................................................N.A.
   (c)(1)...................................................................12.4
   (c)(2)...................................................................12.4
   (c)(3)...................................................................N.A.
   (d)......................................................................N.A.
   (e)......................................................................12.5
   (f)......................................................................N.A.
315(a)....................................................................7.1(b)
   (b).................................................................7.5; 12.2
   (c)....................................................................7.1(a)
   (d)....................................................................7.1(c)
   (e)......................................................................6.11
316(a)(last sentence)........................................................2.9
   (a)(1)(A).................................................................6.5
   (a)(1)(B).................................................................6.4
   (a)(2)...................................................................N.A.
   (b).......................................................................6.7
   (c)......................................................................2.12
317(a)(1)....................................................................6.8
   (a)(2)....................................................................6.9
   (b).......................................................................2.4
318(a)......................................................................11.1
   (c)......................................................................11.1
</Table>

----------
N.A. means not applicable
*This Cross-Reference table shall not, for any purpose, be deemed to be part of
this Indenture.