<PAGE>
                                                                    EXHIBIT 4.11
                                                                  CONFORMED COPY

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


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


                                       and


                              THE BANK OF NEW YORK,
                                   as Trustee


                                 ---------------
                                    INDENTURE
                                 ---------------
                          Dated as of December 22, 2003


                        8% Senior Secured Notes due 2009


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

<PAGE>

                              CROSS-REFERENCE TABLE

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

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

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

<PAGE>
                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

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

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

ARTICLE II THE SECURITIES.....................................................37

   2.1    Form and Dating.....................................................37
   2.2    Execution and Authentication........................................38
   2.3    Registrar and Paying Agent..........................................39
   2.4    Paying Agent to Hold Assets in Trust................................40
   2.5    Holder Lists........................................................40
   2.6    Transfer and Exchange...............................................40
   2.7    Replacement Securities..............................................42
   2.8    Outstanding Securities..............................................42
   2.9    Treasury Securities.................................................42
   2.10   Temporary Securities................................................43
   2.11   Cancellation........................................................43
   2.12   Defaulted Interest..................................................43
   2.13   CUSIP and ISIN Numbers..............................................43
   2.14   Restrictive Legends.................................................44
   2.15   Book-Entry Provisions for Global Security...........................46
   2.16   Special Transfer Provisions.........................................47

ARTICLE III REDEMPTION........................................................50

   3.1    Notices to Trustee..................................................50
   3.2    Selection of Securities To Be Redeemed..............................50
   3.3    Notice of Redemption................................................51
   3.4    Effect of Notice of Redemption......................................52
   3.5    Deposit of Redemption Price.........................................52
   3.6    Securities Redeemed in Part.........................................52

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

   4.1    Payment of Securities...............................................52
   4.2    Maintenance of Office or Agency.....................................53
   4.3    Limitation on Restricted Payments...................................53
   4.4    Limitation on Incurrence of Additional Indebtedness.................58
   4.5    Corporate Existence.................................................58
   4.6    Payment of Taxes and Other Claims...................................58
   4.7    Maintenance of Properties and Insurance.............................59
   4.8    Compliance Certificate; Notice of Default...........................59
   4.9    Compliance with Laws................................................60
   4.10   Reports to Holders..................................................60
   4.11   Waiver of Stay, Extension or Usury Laws.............................61
   4.12   Limitations on Transactions with Affiliates.........................61
   4.13   Limitation on Dividend and Other Payment Restrictions
          Affecting Subsidiaries..............................................63
   4.14   Limitation on the Issuance and Sale of Capital Stock of
          Restricted Subsidiaries.............................................64
   4.15   Limitation on Issuances of Guarantees by Restricted Subsidiaries....65
   4.16   Limitation on Liens.................................................65
   4.17   Change of Control...................................................66
   4.18   Limitation on Asset Sales...........................................69
   4.19   [Intentionally Omitted].............................................72

                                       i

<PAGE>

   4.20   [Intentionally Omitted].............................................72
   4.21   Future Guarantors...................................................73

ARTICLE V SUCCESSOR CORPORATION...............................................73

   5.1    Merger, Consolidation and Sale of Assets............................73
   5.2    Successor Corporation Substituted...................................75

ARTICLE VI DEFAULT AND REMEDIES...............................................76

   6.1    Events of Default...................................................76
   6.2    Acceleration........................................................77
   6.3    Other Remedies......................................................78
   6.4    Waiver of Past Defaults.............................................78
   6.5    Control by Majority.................................................79
   6.6    Limitation on Suits.................................................79
   6.7    Rights of Holders To Receive Payment................................79
   6.8    Collection Suit by Trustee..........................................79
   6.9    Trustee May File Proofs of Claim....................................80
   6.10   Priorities..........................................................80
   6.11   Undertaking for Costs...............................................81
   6.12   Restoration of Rights and Remedies..................................81
   6.13   Rights and Remedies Cumulative......................................81

ARTICLE VII TRUSTEE...........................................................81

   7.1    Duties of Trustee...................................................81
   7.2    Rights of Trustee...................................................83
   7.3    Individual Rights of Trustee........................................84
   7.4    Trustee's Disclaimer................................................84
   7.5    Notice of Default...................................................84
   7.6    Reports by Trustee to Holders.......................................85
   7.7    Compensation and Indemnity..........................................85
   7.8    Replacement of Trustee..............................................86
   7.9    Successor Trustee by Merger, Etc....................................87
   7.10   Eligibility; Disqualification.......................................87
   7.11   Preferential Collection of Claims Against the Issuers...............87
   7.12   Direction to Trustee................................................88

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE...............................88

   8.1    Termination of the Issuers' Obligations.............................88
   8.2    Legal Defeasance and Covenant Defeasance............................89
   8.3    Conditions to Legal Defeasance or Covenant Defeasance...............90
   8.4    Application of Trust Money..........................................92
   8.5    Repayment to the Issuers............................................92
   8.6    Reinstatement.......................................................92

ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS................................93

   9.1    Without Consent of Holders..........................................93
   9.2    With Consent of Holders.............................................94
   9.3    [Intentionally Omitted].............................................95
   9.4    Compliance with TIA.................................................95
   9.5    Revocation and Effect of Consents...................................95
   9.6    Notation on or Exchange of Securities...............................95
   9.7    Trustee to Sign Amendments, Etc.....................................96

ARTICLE X COLLATERAL..........................................................96

   10.1   Collateral..........................................................96
   10.2   Application of Proceeds of Collateral...............................97

                                       ii

<PAGE>

   10.3   Possession, Use and Release of Collateral...........................97
   10.4   Opinion of Counsel..................................................98
   10.5   Further Assurances..................................................99
   10.6   Trust Indenture Act Requirements....................................99
   10.7   Suits to Protect the Collateral.....................................99
   10.8   Purchaser Protected.................................................99
   10.9   Powers Exercisable by Receiver or Trustee..........................100
   10.10  Release upon Termination of Company's Obligations..................100

ARTICLE XI GUARANTEE OF SECURITIES...........................................100

   11.1   Unconditional Subsidiary Guarantee.................................100
   11.2   Limitations on Subsidiary Guarantees...............................102
   11.3   Execution and Delivery of Subsidiary Guarantee.....................102
   11.4   Release of a Guarantor.............................................103
   11.5   Waiver of Subrogation..............................................104
   11.6   Immediate Payment..................................................104
   11.7   No Set-Off.........................................................104
   11.8   Obligations Absolute...............................................104
   11.9   Obligations Continuing.............................................105
   11.10  Obligations Not Reduced............................................105
   11.11  Obligations Reinstated.............................................105
   11.12  Obligations Not Affected...........................................105
   11.13  Waiver.............................................................107
   11.14  No Obligation to Take Action Against the Issuers...................107
   11.15  Dealing with the Issuers and Others................................107
   11.16  Default and Enforcement............................................107
   11.17  Amendment, Etc.....................................................108
   11.18  Acknowledgment.....................................................108
   11.19  Costs and Expenses.................................................108
   11.20  No Merger or Waiver; Cumulative Remedies...........................108
   11.21  Survival of Obligations............................................108
   11.22  Subsidiary Guarantee in Addition to Other Obligations..............109
   11.23  Severability.......................................................109
   11.24  Successors and Assigns.............................................109

ARTICLE XII [INTENTIONALLY OMITTED]..........................................109

ARTICLE XIII MISCELLANEOUS...................................................109

   13.1   TIA Controls.......................................................109
   13.2   Notices............................................................109
   13.3   Communications by Holders with Other Holders.......................111
   13.4   Certificate and Opinion as to Conditions Precedent.................111
   13.5   Statements Required in Certificate or Opinion......................111
   13.6   Rules by Trustee, Paying Agent, Registrar..........................111
   13.7   Legal Holidays.....................................................112
   13.8   Governing Law......................................................112
   13.9   No Adverse Interpretation of Other Agreements......................112
   13.10  No Recourse Against Others.........................................112
   13.11  Successors.........................................................112
   13.12  Duplicate Originals................................................112
   13.13  Severability.......................................................112
   13.14  Designation of Securities and Waivers under the Indenture
          Governing the 13 1/2% Senior Subordinated Notes Due 2010...........113

   Signatures................................................................S-1

                                       iii

<PAGE>

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

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

                                       iv

<PAGE>
                                                                  CONFORMED COPY

       INDENTURE dated as of December 22, 2003 among RESOLUTION PERFORMANCE
PRODUCTS LLC, a Delaware limited liability company ("RPP LLC" or the "Company"),
and RPP CAPITAL CORPORATION, a Delaware corporation ("RPP Capital" and together
with RPP LLC, collectively the "Issuers"), and THE BANK OF NEW YORK, as trustee
(the "Trustee").

       The Issuers have duly authorized the creation of an issue of 8% Senior
Secured Notes due 2009 and, when and if issued as provided in the Registration
Rights Agreement in an Exchange Offer, 8% Senior Secured Notes due 2009, and, to
provide therefor, the Issuers have duly authorized the execution and delivery of
this Indenture. All things necessary to make the Securities, when duly issued
and executed by the Issuers and authenticated and delivered hereunder, the valid
and binding obligations of the Issuers and to make this Indenture a valid and
binding agreement of the Issuers have been done.

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

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

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.1    Definitions.
       -----------

       "9 1/2% Senior Second Secured Notes Due 2010" means the Issuers' 9 1/2%
Senior Second Secured Notes Due 2010 issued under that certain indenture dated
as of April 9, 2003 between the Issuers and Deutsche Bank Trust Company
Americas, as trustee.

       "13 1/2% Senior Subordinated Notes Due 2010" means the Issuers' 13 1/2%
Senior Subordinated Notes Due 2010 issued under that certain indenture dated as
of November 14, 2000 between the Issuers and The Bank of New York, as trustee.

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

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

<PAGE>

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

       "Affiliate" means, with respect to any specified Person, any other Person
who directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative of the foregoing.
For purposes of this Indenture, the Royal Dutch/Shell Group of Companies and
their Affiliates shall not be deemed to be an Affiliate of the Company so long
as they beneficially own securities representing less than thirty-five percent
of the voting power of the Company or RPP Inc.; provided that Apollo
beneficially owns securities representing a greater percentage of the voting
power of the Company or RPP Inc. than the Royal Dutch/Shell Group of Companies
and their Affiliates.

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

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

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

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

       "Applicable Indebtedness" means:

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

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

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

       "Applicable Pari Passu Indebtedness" means:

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

                                       2

<PAGE>

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

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

       "Applicable Premium" means, with respect to a Security, the greater of
(i) 1.0% of the then outstanding principal amount of such Security and (ii) (a)
the present value of all remaining required interest and principal payments due
on such Security and all premium payments relating thereto assuming a redemption
date of December 15, 2005, computed using a discount rate equal to the Treasury
Rate plus 50 basis points, minus (b) the then outstanding principal amount of
such Security minus (c) accrued interest paid on the date of redemption.

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

       "Asset Acquisition" means:

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

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

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

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

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

                                       3

<PAGE>

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

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

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

            (6)  sales or grants of licenses to use the Company's or any
       Restricted Subsidiary's patents, trade secrets, know-how and technology
       to the extent that such license does not prohibit the licensor from using
       the patent, trade secret, know-how or technology;

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

            (8)  Capacity Arrangements;

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

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

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

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

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

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

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

                                       4

<PAGE>

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

       "Capitalized Lease Obligation" means, as to any Person, the obligations
of such Person under a lease that are required to be classified and accounted
for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP; and
the stated maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may by prepaid by the lessee without payment of a penalty.

       "Capital Stock" means:

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

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

       "Cash Equivalents" means:

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

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

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

            (4)  commercial paper maturing no more than one year from the date
       of creation thereof and, at the time of acquisition, having a rating of
       at least A-1 from S&P or at least P-1 from Moody's or, if Moody's and S&P
       cease to exist, the equivalent from

                                       5

<PAGE>

       any other nationally recognized statistical rating organization
       designated by the Board of Directors of the Company;

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

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

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

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

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

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

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

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

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

                                       6

<PAGE>

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

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

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

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

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

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

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

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

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

                                       7

<PAGE>

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

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

          (1)  Consolidated Net Income; and

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

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

               (b)  Consolidated Interest Expense, and

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

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

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

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

          (2)  any asset sales or other dispositions or Asset Acquisitions
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of such Person or one of its
     Restricted Subsidiaries (including any Person who becomes a Restricted
     Subsidiary as a result of the Asset Acquisition) incurring, assuming or
     otherwise being liable for Acquired Indebtedness and also including any
     Consolidated EBITDA (including any pro forma expense and cost reductions,
     adjustments and other

                                       8

<PAGE>

     operating improvements or synergies both achieved by such Person during
     such period and to be achieved by such Person and with respect to the
     acquired assets, all as determined in good faith by a responsible financial
     or accounting officer of such Person attributable to the assets which are
     the subject of the Asset Acquisition or asset sale or other dispositions
     during the Four Quarter Period) occurring during the Four Quarter Period or
     at any time subsequent to the last day of the Four Quarter Period and on or
     prior to the Transaction Date, as if such asset sale or other dispositions
     or Asset Acquisition (including the incurrence, assumption or liability for
     any such Acquired Indebtedness) occurred on the first day of the Four
     Quarter Period. If such Person or any of its Restricted Subsidiaries
     directly or indirectly guarantees Indebtedness of a third Person, the
     preceding sentence shall give effect to the incurrence of such guaranteed
     Indebtedness as if such Person or any Restricted Subsidiary of such Person
     had directly incurred or otherwise assumed such guaranteed Indebtedness.

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

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

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

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

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

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

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

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

                                       9

<PAGE>

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

          (2)  the interest component of Capitalized Lease Obligations paid,
     accrued and/or scheduled to be paid or accrued by such Person and its
     Restricted Subsidiaries during such period as determined on a consolidated
     basis in accordance with GAAP, minus interest income for such period.

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

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

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

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

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

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

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

                                       10

<PAGE>

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

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

     "Consolidated Non-cash Charges" means, with respect to any Person, for any
period, the aggregate depreciation, amortization and other non-cash expenses
(solely for the purpose of determining compliance with Section 4.3, excluding
any non-cash items for which a future cash payment will be required and for
which an accrual or reserve is required by GAAP to be made) of such Person and
its Restricted Subsidiaries reducing Consolidated Net Income of such Person and
its Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

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

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

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

          (2)  any asset sales or other dispositions or Asset Acquisitions
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of the Company or one of its
     Restricted Subsidiaries (including any Person who becomes a Restricted
     Subsidiary as a result of the Asset Acquisition) incurring,

                                       11

<PAGE>

     assuming or otherwise being liable for Acquired Indebtedness and also
     including any Consolidated EBITDA (including any pro forma expense and cost
     reductions, adjustments and other operating improvements or synergies both
     achieved by the Company during such period and to be achieved by the
     Company and with respect to the acquired assets, all as determined in good
     faith by a responsible financial or accounting officer of the Company,
     attributable to the assets which are the subject of the Asset Acquisition
     or asset sale or other dispositions during the Four Quarter Period)
     occurring during the Four Quarter Period or at any time subsequent to the
     last day of the Four Quarter Period and on or prior to the Transaction
     Date, as if such asset sale or other dispositions or Asset Acquisition
     (including the incurrence, assumption or liability for any such Acquired
     Indebtedness) occurred on the first day of the Four Quarter Period. If the
     Company or any of its Restricted Subsidiaries directly or indirectly
     guarantees Indebtedness of a third Person, the preceding sentence shall
     give effect to the incurrence of such guaranteed Indebtedness as if the
     Company or any such Restricted Subsidiary of the Company had directly
     incurred or otherwise assumed such guaranteed Indebtedness.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 101 Barclay Street - 8/th/ Floor West, New York, New York 10286;
Attn: Corporate Trust Division.

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

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

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

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

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

                                       12

<PAGE>

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

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

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

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

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

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

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

     "Exchange Notes" means the 8% Senior Secured Notes due 2009 (the terms of
which are identical to the Initial Notes except that the Exchange Notes shall be
registered under the Securities Act, and shall not contain the restrictive
legend on the face of the form of the Initial Notes), to be issued in exchange
for the Initial Notes pursuant to the registered Exchange Offer.

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

     "Excluded Collateral" means (i) any property or assets owned by any Foreign
Subsidiaries, (ii) any real property and real property leases (domestic or
foreign), (iii) any capital stock or other securities of Subsidiaries referred
to in clause (2) of the definition of "Collateral" the Applicable Value of which
is equal to or greater than 20% of the aggregate principal amount of the
Securities outstanding and (iv) proceeds and products from any and all of the
foregoing excluded collateral described in clauses (i) through (iii), unless
such proceeds or products would

                                       13

<PAGE>

otherwise constitute Collateral; provided however, in the event that Rule 3-16
or Rule 3-10 or Regulation S-X under the Securities Act is amended, modified or
interpreted by the Commission to require (or is replaced with another rule or
regulation, or any other law, rule or regulation is adopted, which would
require) the filing with the Commission (or any other governmental agency) of
separate financial statements of any Subsidiary of the Company due to the fact
that such Subsidiary's capital stock or other securities of such Subsidiary
secure the Securities, then the capital stock or other securities of such
Subsidiary shall automatically be deemed not to be part of the Collateral but
only to the extent necessary to not be subject to such requirement and shall
automatically be deemed part of the Excluded Collateral.

     "Excluded Contribution" means Net Cash Proceeds received by the Company
from (a) contributions to its common equity capital and (b) the sale of
Qualified Capital Stock of the Company, in each case designated as Excluded
Contributions pursuant to an Officers' Certificate executed on the date such
capital contributions are made or the date such Qualified Capital Stock is sold,
as the case may be, which are excluded from the calculation set forth in clause
(c) of Section 4.3.

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

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

     "First Priority Lien Obligations" means (i) the Indebtedness and other
Obligations under the Credit Agreement, (ii) the Indebtedness and other
Obligations in respect of Interest Swap Obligations, Currency Agreements,
Commodity Agreements and other hedging arrangements and agreements and (iii)
Indebtedness and other Obligations under the Overdraft Facility, in the case of
each of (i), (ii) and (iii), of the Company and its Subsidiaries (including,
without limitation, any interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of the Company or any of its Subsidiaries
at the contractual rate of interest provided for in the respective documentation
for such First Priority Lien Obligations, whether or not a claim for such
post-petition interest is allowed in any such proceeding or under applicable
law), but excluding the 9 1/2% Senior Second Secured Notes Due 2010 and
guarantees thereof.

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

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

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board

                                       14

<PAGE>

or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, which
were in effect as of November 14, 2000.

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

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business) to take-or-pay, or to maintain
financial statement conditions or otherwise), or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

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

     "Guarantor" means:

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

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

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

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

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

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

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

          (3)  all Capitalized Lease Obligations of such Person;

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

                                       15

<PAGE>

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

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

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

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

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

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

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

     "Independent Financial Advisor" means a firm:

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

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

     "Initial Notes" means the 8% Senior Secured Notes due 2009 of the Issuers
issued on the Issue Date and authenticated and delivered under this Indenture
pursuant to Section 2.2 and any other notes (other than Exchange Notes) issued
after the Issue Date in accordance with clause (iii) of the fourth paragraph of
Section 2.2.

                                       16

<PAGE>

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

     "Intercreditor Agreement" means that certain Intercreditor Agreement, dated
as of the Issue Date, among the Trustee (on its own behalf and on the behalf of
the Holders), Morgan Stanley Senior Funding, Inc., as administrative agent under
the Credit Agreement, Morgan Stanley & Co., Incorporated, as collateral agent
under the Security Documents, and Citibank N.A., as the overdraft creditor, as
amended, modified, restated, supplemented or replaced from time to time
including, without limitation, any intercreditor or similar agreement with
respect to any refinancing, replacement or restructuring (including, without
limitation, any such agreement increasing the amount of indebtedness referred to
therein or adding additional parties thereto) with respect to all or any portion
of the indebtedness referenced in such agreement or any successor or replacement
agreement.

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

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

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

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

          (2)  the amount of any Investment shall be the original cost of such
     Investment plus the cost of all additional Investments by the Company or
     any of its Restricted Subsidiaries, without any adjustments for increases
     or decreases in value, or write-ups, write-downs or write-offs with respect
     to such Investment, reduced by the payment of dividends or distributions in
     connection with such Investment or any other amounts received in respect of
     such Investment; provided that no such payment of dividends or

                                       17

<PAGE>

     distributions or receipt of any such other amounts shall reduce the amount
     of any Investment if such payment of dividends or distributions or receipt
     of any such amounts would be included in Consolidated Net Income.

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

     "Issue Date" means December 22, 2003, the date of original issuance of the
Initial Notes.

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

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

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

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

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

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

     "Maturity Date" means December 15, 2009.

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

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

                                       18

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       19

<PAGE>

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

     "Offering Memorandum" means the Offering Memorandum dated December 17, 2003
relating to the offering of the Initial Notes issued on the Issue Date.

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

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

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

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

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

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

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

     "Pari Passu Indebtedness" means any unsubordinated Indebtedness of either
Issuer (other than any Indebtedness owed to the Company or any Subsidiary of the
Company), including Indebtedness under the Credit Agreement and the 91/2% Senior
Second Secured Notes Due 2010.

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

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

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

     "Permitted Holders" means Apollo and other Related Parties.

                                       20

<PAGE>

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

            (1)  Indebtedness under the Securities and any Subsidiary Guarantees
       in an aggregate principal amount not to exceed $140.0 million;

            (2)  Indebtedness incurred pursuant to the Credit Agreement by the
       Company and its Restricted Subsidiaries, including RPP Europe, in an
       aggregate principal amount at any time outstanding not to exceed $600.0
       million less (A) scheduled permanent repayments of Indebtedness under the
       Credit Agreement after November 14, 2000 made upon or after the scheduled
       maturity date for such payment by the Company and its Restricted
       Subsidiaries, if the Leverage Ratio of the Company on the date such
       payment is made is more than 3.0 to 1.0, and (B) the amount of all
       repayments of term debt and permanent commitment reductions under the
       Credit Agreement with (i) Net Cash Proceeds of Asset Sales applied
       thereto as required by Section 4.18(iii) and (ii) Excess Cash Flow (as
       such term is defined in the indenture governing the 13 1/2% Senior
       Subordinated Notes Due 2010) applied thereto in the amounts required by
       section 4.20 of the indenture for the 13 1/2% Senior Subordinated Notes
       Due 2010 if the Leverage Ratio of the Company on the date such payment or
       commitment reduction is made is more than 3.0 to 1.0 and (C) the
       aggregate principal amount of Securities originally issued on the Issue
       Date (provided that the amount in this clause (C) shall be reduced by the
       amount of any redemptions or repurchases thereof by the Company made
       after the Issue Date); provided that the aggregate principal amount of
       Indebtedness permitted to be incurred from time to time under this clause
       (2) shall be reduced dollar for dollar by the principal amount of any
       Indebtedness then outstanding under clause (12) below and provided
       further that any Indebtedness outstanding pursuant to the Credit
       Agreement on the Issue Date shall be deemed to be incurred under this
       clause (2); and provided further that the amount of Indebtedness
       permitted to be incurred pursuant to the Credit Agreement in accordance
       with this clause (2) shall be in addition to any Indebtedness to be
       incurred pursuant to the Credit Agreement in reliance on and in
       accordance with clauses (10) and (16) below;

            (3)  (a) other Indebtedness of the Company and its Restricted
       Subsidiaries outstanding on the Issue Date (including, without
       limitation, Indebtedness incurred in connection with the Transactions and
       the $328 million aggregate principal amount of 13 1/2% Senior
       Subordinated Notes Due 2010 and the $200 million aggregate principal
       amount of 9 1/2% Senior Second Secured Notes Due 2010) reduced by the
       amount of any scheduled amortization payments or mandatory prepayments
       when actually paid or permanent reductions thereon, (b) any Guarantee of
       the 13 1/2% Senior Subordinated Notes Due 2010 incurred after the Issue
       Date by any Restricted Subsidiary of the Company, and (c) any Guarantee
       of the 9 1/2% Senior Second Secured Notes Due 2010 incurred after the
       Issue Date by any Restricted Subsidiary of the Company;

            (4)  Interest Swap Obligations of the Company covering Indebtedness
       of the Company or any of its Restricted Subsidiaries and Interest Swap
       Obligations of any Restricted Subsidiary of the Company covering
       Indebtedness of the Company or such Restricted Subsidiary; provided,
       however, that such Interest Swap Obligations are entered into to protect
       the Company and its Restricted Subsidiaries from fluctuations in interest

                                       21

<PAGE>

       rates on Indebtedness incurred in accordance with this Indenture to the
       extent the notional principal amount of such Interest Swap Obligation
       does not exceed the principal amount of the Indebtedness to which such
       Interest Swap Obligation relates;

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

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

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

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

            (9)  Indebtedness of the Company or any of its Restricted
       Subsidiaries in respect of performance bonds, bankers' acceptances,
       workers' compensation claims,

                                       22

<PAGE>

       surety or appeal bonds, payment obligations in connection with
       self-insurance or similar obligations, and bank overdrafts (and letters
       of credit in respect thereof);

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

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

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

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

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

                                       23

<PAGE>

       aggregate amount permitted to be incurred under clause (2) above to the
       extent set forth therein;

            (13) Indebtedness under Commodity Agreements;

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

            (15) Refinancing Indebtedness;

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

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

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

       For purposes of determining compliance with Section 4.4,

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

            (b)  accrual of interest, accretion or amortization of original
       issue discount, the payment of interest on any Indebtedness in the form
       of additional Indebtedness with the same terms or in the form of Capital
       Stock, the payment of dividends on Disqualified Capital Stock in the form
       of additional shares of the same class of Disqualified Capital Stock and
       increases in the amount of Indebtedness outstanding solely as a result of
       fluctuations in the exchange rate of currencies will not be deemed to be
       an incurrence of Indebtedness or an issuance of Disqualified Capital
       Stock for purposes of Section 4.4,

                                       24

<PAGE>

            (c)  Guarantees of, or obligations in respect of letters of credit
       relating to, Indebtedness which is otherwise included in the
       determination of a particular amount of Indebtedness shall not be
       included,

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

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

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

      "Permitted Investments" means:

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

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

            (3)  Investments in cash and Cash Equivalents;

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

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

                                       25

<PAGE>

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

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

            (8)  Investments of a Person or any of its Subsidiaries existing at
       the time such Person becomes a Restricted Subsidiary of the Company or at
       the time such Person merges or consolidates with the Company or any of
       its Restricted Subsidiaries, in either case in compliance with this
       Indenture; provided that such Investments were not made by such Person in
       connection with, or in anticipation or contemplation of, such Person
       becoming a Restricted Subsidiary of the Company or such merger or
       consolidation;

            (9)  Investments in the Securities;

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

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

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

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

       "Permitted Liens" means the following types of Liens:

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

                                       26

<PAGE>

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

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

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

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

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

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

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

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

                                       27

<PAGE>

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

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

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

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

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

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

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

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

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

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

                 (b)  such Liens do not extend to or cover any property or
            assets of the Company or of any of its Restricted Subsidiaries other
            than the property or assets that secured the Acquired Indebtedness
            prior to the time such Indebtedness became Acquired Indebtedness of
            the Company or a Restricted Subsidiary of the Company and are no
            more favorable to the lienholders than those securing the Acquired
            Indebtedness prior to the incurrence of such Acquired Indebtedness
            by the Company or a Restricted Subsidiary of the Company;

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

                                       28

<PAGE>

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

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

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

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

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

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

       "Pledge Agreement" means, collectively, that certain US Pledge Agreement,
dated as of November 14, 2000, as amended and restated as of April 9, 2003, and
as amended through and including the Issue Date, among the Collateral Agent, the
Trustee for the Securities, Deutsche Bank Trust Company Americas, as trustee for
the 9 1/2% Senior Second Secured Notes due 2010, RPP Inc., the Company and the
Subsidiaries of the Company party thereto, granting, among other things, a Lien
on the Collateral described therein in favor of the Collateral Agent for the
benefit of the Trustee and the Holders of the Securities (but otherwise subject
to the Intercreditor

                                       29

<PAGE>

Agreement), and any other pledge agreements entered into in connection therewith
under laws of any jurisdiction outside of the United States, in each case, as
amended, modified, restated, supplemented or replaced from time to time.

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

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

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

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

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

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

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

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

            (1)  no portion of the Indebtedness or any other Obligations
       (contingent or otherwise) of which (a) is guaranteed by the Company or
       any Restricted Subsidiary of the Company (excluding guarantees of
       Obligations (other than the principal of, premium, if any, and interest
       on, Indebtedness) pursuant to representations, warranties, covenants and
       indemnities entered into in the ordinary course of business in connection
       with a Qualified Receivables Transaction), (b) is recourse to or
       obligates the Company or any Restricted Subsidiary of the Company in any
       way other than pursuant to representations, warranties,

                                       30

<PAGE>

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

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

            (3)  with which neither the Company nor any Restricted Subsidiary of
       the Company has any obligation to maintain or preserve such Restricted
       Subsidiary's financial condition or cause such Restricted Subsidiary to
       achieve certain levels of operating results.

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

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

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

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

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

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

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

            (1)  result in an increase in the aggregate principal amount of
       Indebtedness of such Person as of the date of such proposed Refinancing
       (plus the amount of any

                                       31

<PAGE>

       premium, accrued interest and defeasance costs, required to be paid under
       the terms of the instrument governing such Indebtedness and plus the
       amount of reasonable fees, expenses, discounts and commissions incurred
       by the Company in connection with such Refinancing); or

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

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

       "Registration Rights Agreement" means the Registration Rights Agreement,
dated December 22, 2003 among the Issuers, Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc., Credit Suisse First Boston LLC and J.P. Morgan
Securities Inc. and certain permitted assigns specified therein.

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

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

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

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

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

                                       32

<PAGE>

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

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

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

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

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

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

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

       "Sale and Leaseback Transaction" means any direct or indirect arrangement
with any Person or to which any such Person is a party, providing for the
leasing to the Company or a Restricted Subsidiary of any property, whether owned
by the Company or any Restricted Subsidiary at the Issue Date or later acquired,
which has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person or to any other Person from whom funds have been or
are to be advanced by such Person on the security of such property other than
(a) arrangements between the Company and a Wholly Owned Restricted Subsidiary of
the Company or between Wholly Owned Restricted Subsidiaries of the Company or
(b) any arrangement whereby the transfer involves fixed or capital assets and is
consummated within 120 days after the date the Company or a Restricted
Subsidiary acquires or finishes construction of such fixed or capital assets.

       "Securities" means the Initial Notes, the Exchange Notes and any other
notes issued after the Issue Date in accordance with clause (iii) of the fourth
paragraph of Section 2.2 treated as a single class of securities, as amended or
supplemented from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture.

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

       "Security Agreement" means that certain US Security Agreement, dated as
of November 14, 2000, as amended and restated as of April 9, 2003 and as amended
through and including the Issue Date, among the Collateral Agent, the Trustee
for the Securities, Deutsche Bank Trust Company Americas, as trustee for the
9 1/2% Senior Second Secured Notes Due 2010, RPP Inc., the Company and the
Subsidiaries of the Company party thereto, granting, among other things, a Lien
on the Collateral described therein in favor of the Collateral Agent for the
benefit of the

                                       33

<PAGE>

Trustee and the Holders of the Securities (but otherwise subject to the terms of
the Intercreditor Agreement), as amended, modified, restated, supplemented or
replaced from time to time.

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

       "Security Interests" means the Liens on the Collateral created by the
Security Documents in favor of the Collateral Agent for the benefit of the
Trustee and the Holders of the Securities (but otherwise subject to the terms of
the Intercreditor Agreement).

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

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

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

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

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

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

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

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

       "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb), as amended, as in effect on the date of the
execution of this Indenture until such time as this Indenture is qualified under
the TIA, and thereafter as in effect on the date on which this Indenture is
qualified under the TIA, except as otherwise provided in Section 9.4.

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

                                       34

<PAGE>

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

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

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

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

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

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

                                       35

<PAGE>

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

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

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

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

1.2    Incorporation by Reference of TIA.
       ---------------------------------

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

            "indenture securities" means the Securities.

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

            "indenture to be qualified" means this Indenture.

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

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

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

1.3    Rules of Construction.
       ---------------------

       Unless the context otherwise requires:

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

                                       36

<PAGE>

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

            (3)  "or" is not exclusive;

            (4)  "including" means including without limitation;

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

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

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

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

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

                                   ARTICLE II

                                 THE SECURITIES

2.1    Form and Dating.
       ---------------

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

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

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

                                       37

<PAGE>

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

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

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

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

2.2    Execution and Authentication.
       ----------------------------

       Two Officers, or an Officer and an Assistant Secretary, of each of the
Issuers shall sign, or one Officer shall sign and one Officer or an Assistant
Secretary of each of the Issuers (each of whom shall, in each case, have been
duly authorized by all requisite corporate actions) shall attest to, the
Securities for each of the Issuers by manual or facsimile signature.

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

                                       38

<PAGE>

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

       The Trustee shall authenticate (i) Initial Notes for original issue on
the Issue Date in the aggregate principal amount not to exceed $140.0 million,
(ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue
only in exchange for a like principal amount of Initial Notes and (iii) subject
to compliance with Section 4.4, one or more series of Securities for original
issue after the Issue Date (such Securities to be substantially in the form of
Exhibit A or B, as the case may be) in an unlimited amount (and if in the form
of Exhibit A the same principal amount of Exchange Notes in exchange therefor
upon consummation of a registered exchange offer), in each case upon written
orders of the Issuers in the form of an Officers' Certificate, which Officers'
Certificate shall, in the case of any issuance pursuant to clause (iii) above,
certify that such issuance is in compliance with Section 4.4. In addition, each
such Officers' Certificate shall specify the amount of Securities to be
authenticated, the date on which the Securities are to be authenticated, whether
the Securities are to be Initial Notes, Exchange Notes or Securities issued
under clause (iii) of the preceding sentence and the aggregate principal amount
of Securities outstanding on the date of authentication, and shall further
specify the amount of such Securities to be issued as a Global Security or
Physical Securities. Such Securities shall initially be in the form of one or
more Global Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, the Securities to be
issued, (ii) shall be registered in the name of the Depository for such Global
Security or Securities or its nominee and (iii) shall be delivered by the
Trustee to the Depository or pursuant to the Depository's instruction. All
Securities issued under this Indenture shall vote and consent together on all
matters as one class and no series of Securities will have the right to vote or
consent as a separate class on any matter.

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

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

2.3    Registrar and Paying Agent.
       --------------------------

       The Issuers shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where (a) Securities may be presented or
surrendered for registration of transfer or for exchange ("Registrar"), (b)
Securities may be presented or surrendered for payment ("Paying Agent") and (c)
notices and demands to or upon the Issuers in respect of the Securities and this
Indenture may be served. The Issuers may also from time to time designate one or
more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Issuers of their obligation to maintain an

                                       39

<PAGE>

office or agency in the Borough of Manhattan, The City of New York, for such
purposes. The Issuers may act as their own Registrar or Paying Agent except that
for the purposes of Articles III and VIII and Sections 4.17 and 4.18, neither
the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Issuers, upon notice to the Trustee, may have one or more
co-Registrars and one or more additional paying agents reasonably acceptable to
the Trustee. The term "Paying Agent" includes any additional paying agent. The
Issuers hereby initially appoint the Trustee as Registrar and Paying Agent until
such time as the Trustee has resigned or a successor has been appointed.

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

2.4    Paying Agent to Hold Assets in Trust.
       ------------------------------------

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

2.5    Holder Lists.
       ------------

       The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the
Trustee on or before each Interest Payment Date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders, which list
may be conclusively relied upon by the Trustee.

2.6    Transfer and Exchange.
       ---------------------

       (a)  Subject to the provisions of Sections 2.14 and 2.15, when Securities
are presented to the Registrar or a co-Registrar with a request to register the
transfer of such Securities or to exchange such Securities for an equal
principal amount of Securities of other authorized

                                       40

<PAGE>

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

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

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

       In any exchange provided for in any of the preceding two paragraphs, the
Issuers will execute and the Trustee will authenticate and deliver individual
Securities in definitive registered form in authorized denominations. Upon the
exchange of a Global Security for individual

                                       41

<PAGE>

Securities, such Global Security shall be cancelled by the Trustee. Securities
issued in exchange for a Global Security pursuant to this Section 2.6(b) shall
be registered in such names and in such authorized denominations as the
Depository for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are
so registered.

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

2.7    Replacement Securities.
       ----------------------

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

       Every replacement Security is an additional obligation of the Issuers.

2.8    Outstanding Securities.
       ----------------------

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

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

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

2.9    Treasury Securities.
       -------------------

       In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Issuers, any of their Subsidiaries or any of their respective Affiliates
shall be disregarded, except that, for the

                                       42

<PAGE>

purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities that a Responsible Officer of
the Trustee has Actual Knowledge are so owned shall be disregarded.

2.10   Temporary Securities.
       --------------------

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

2.11   Cancellation.
       ------------

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

2.12   Defaulted Interest.
       ------------------

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

2.13   CUSIP and ISIN Numbers.
       ----------------------

       The Issuers in issuing the Securities may use "CUSIP" and "ISIN" numbers,
and if so, the Trustee shall use the CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of
the CUSIP and ISIN numbers printed in the notice or on the

                                       43

<PAGE>

Securities, and that reliance may be placed only on the other identification
numbers printed on the Securities and that any such redemption or exchange shall
not be affected by any defect or omission of such CUSIP and ISIN numbers. The
Issuers will promptly notify the Trustee of any change in CUSIP or ISIN number.

2.14   Restrictive Legends.
       -------------------

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

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
            OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
            NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
            ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
            FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
            REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
            DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
            INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
            (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN
            "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON
            AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
            COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
            THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k)
            UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF
            THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
            TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
            INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
            SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
            ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
            TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
            AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY
            (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF
            SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
            SECURITIES OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE
            TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
            SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
            TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
            (E) PURSUANT TO THE EXEMPTION FROM

                                       44

<PAGE>

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

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

            UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
            IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
            WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY
            SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF
            SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
            DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS
            CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
            DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
            ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
            PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
            CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
            OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
            VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
            REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                       45

<PAGE>

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
            WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
            THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
            THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
            ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE
            INDENTURE GOVERNING THIS SECURITY.

2.15   Book-Entry Provisions for Global Security.
       -----------------------------------------

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

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

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

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

       (d)  In connection with the transfer of U.S. Global Securities or
Offshore Global Securities, in whole, to beneficial owners pursuant to paragraph
(b), the U.S. Global Securities or

                                       46

<PAGE>

the Offshore Global Securities, as the case may be, shall be deemed to be
surrendered to the Trustee for cancellation, and the Issuers shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depository in exchange for its beneficial interest in such U.S. Global
Securities or Offshore Global Securities, as the case may be, an equal aggregate
principal amount of U.S. Physical Securities or Offshore Physical Securities, as
the case may be, of authorized denominations.

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

       (f)  The Holder of a Global Security may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

2.16   Special Transfer Provisions.
       ---------------------------

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

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

            (ii)  if the proposed transferor is an Agent Member holding a
       beneficial interest in the U.S. Global Security, the Registrar shall
       register the transfer of any Security constituting a Restricted Security,
       whether or not such Security bears a Private Placement Legend upon
       receipt by the Registrar of (x) the certificate, if any, required by
       paragraph (i) above and (y) instructions given in accordance with the
       Depository's and the Registrar's procedures, whereupon (a) the Registrar
       shall reflect on its books and records the date and (if the transfer does
       not involve a transfer of outstanding U.S. Physical

                                       47

<PAGE>

       Securities) a decrease in the principal amount of the applicable U.S.
       Global Security in an amount equal to the principal amount of the
       beneficial interest in such U.S. Global Security to be transferred, and
       (b) the Issuers shall execute and the Trustee shall authenticate and
       deliver one or more U.S. Physical Securities of like tenor and amount.

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

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

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

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

            (i)   The Registrar shall register the transfer of any Security (x)
       if the proposed transferee is a Non-U.S. Person and the proposed
       transferor has delivered to the Registrar a certificate substantially in
       the form of Exhibit D hereto or (y) if the proposed transferee is a QIB
       and the proposed transferor has checked the box provided for on the form
       of Security stating, or has otherwise advised the Issuers and the
       Registrar in writing, that the sale has been made in compliance with the
       provisions of Rule 144A to a transferee who has signed the certification
       provided for on the form of Security stating, or has otherwise

                                       48

<PAGE>

       advised the Issuers and the Registrar in writing, that it is purchasing
       the Security for its own account or an account with respect to which it
       exercises sole investment discretion and that it and any such account is
       a QIB within the meaning of Rule 144A, and is aware that the sale to it
       is being made in reliance on Rule 144A and acknowledges that it has
       received such information regarding the Issuers as it has requested
       pursuant to Rule 144A or has determined not to request such information
       and that it is aware that the transferor is relying upon its foregoing
       representations in order to claim the exemption from registration
       provided by Rule 144A.

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

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

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

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

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

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

                                       49

<PAGE>

       to be transferred, and the Trustee shall cancel the U.S. Physical
       Security, if any, so transferred or decrease the amount of the U.S.
       Global Security.

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

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

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

                                   ARTICLE III

                                   REDEMPTION

3.1    Notices to Trustee.
       ------------------

       If the Issuers elect to redeem Securities pursuant to Paragraph 5, 6 or 7
of the Securities, they shall notify the Trustee in writing of the Redemption
Date, the Redemption Price and the principal amount of the applicable Securities
to be redeemed. The Issuers shall give notice of redemption to the Paying Agent
and Trustee at least 45 days but not more than 60 days before the Redemption
Date (unless a shorter notice shall be agreed to by the Trustee in writing),
together with an Officers' Certificate stating that such redemption will comply
with the conditions contained herein and with the information specified in
Section 3.3.

3.2    Selection of Securities To Be Redeemed.
       --------------------------------------

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

                                       50

<PAGE>

shall be made by the Trustee only on a pro rata basis, by lot or by such method
as the Trustee shall deem fair and appropriate (subject to the procedures of the
Depository).

3.3    Notice of Redemption.
       --------------------

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

            (a)  the Redemption Date;

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

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

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

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

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

            (g)  if fewer than all the Securities are to be redeemed, the
       identification of the particular Securities (or portion thereof) to be
       redeemed, as well as the aggregate principal amount of Securities to be
       redeemed and the aggregate principal amount of Securities to be
       outstanding after such partial redemption;

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

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

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

                                       51

<PAGE>

redemption in whole or in part shall not affect the validity of the proceedings
for the redemption of any other Security.

3.4    Effect of Notice of Redemption.
       ------------------------------

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

3.5    Deposit of Redemption Price.
       ---------------------------

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

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

3.6    Securities Redeemed in Part.
       ---------------------------

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

                                   ARTICLE IV

                                    COVENANTS

4.1    Payment of Securities.
       ---------------------

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

                                       52

<PAGE>

4.2    Maintenance of Office or Agency.
       -------------------------------

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

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

       The Issuers hereby initially designate the Trustee at its address c/o The
Bank of New York, 101 Barclay Street - 8/th/ Floor West, New York, New York
10286, Attention: Corporate Trust Division, as such office of the Issuers in
accordance with Section 2.3.

4.3    Limitation on Restricted Payments.
       ---------------------------------

       The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, (1) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
in Qualified Capital Stock of the Company) on or in respect of shares of the
Company's Capital Stock to holders of such Capital Stock; (2) purchase, redeem
or otherwise acquire or retire for value any Capital Stock of the Company or any
warrants, rights or options to purchase or acquire shares of any class of such
Capital Stock of the Company; (3) make any principal payment on, purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final maturity, scheduled repayment or scheduled sinking
fund payment, any Indebtedness of the Company that is subordinate or junior in
right of payment to the Securities (other than Indebtedness described in clause
(7) of the definition of "Permitted Indebtedness"); or (4) make any Investment
(other than Permitted Investments) (each of the foregoing actions set forth in
clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment"), if
at the time of such Restricted Payment or immediately after giving effect
thereto:

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

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

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

                                       53

<PAGE>

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

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

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

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

                 (v)   without duplication, the sum of:

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

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

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

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

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

                                       54

<PAGE>

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

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

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

            (4)  if no Default or Event of Default shall have occurred and be
       continuing, repurchases by the Company or any Restricted Subsidiary of
       the Company of, or dividends, distributions or advances to RPP Inc. made
       on or after November 14, 2000 to allow RPP Inc. to repurchase (and/or to
       make payments on notes theretofore issued by RPP Inc. representing the
       consideration for the previous repurchase of), securities of RPP Inc.,
       RPP Holdings or the Company from employees, directors or consultants of
       RPP Inc., the Company or any Subsidiaries of the Company or their
       authorized representatives (a) upon the death, disability or termination
       of employment of such employees, directors or consultants or to the
       extent required pursuant to employee benefit plans, employment agreements
       or consulting agreements or (b) pursuant to any other agreements with
       such employees or directors of or consultants to RPP Inc., the Company or
       any Subsidiaries of the Company, in an aggregate amount not to exceed
       $7.5 million in any calendar year (with unused amounts in any calendar
       year being carried over to succeeding years subject to a maximum of $15.0
       million in any calendar year), provided that the cancellation of
       Indebtedness owing to the Company or any Restricted Subsidiary of the
       Company from such employees, directors or consultants of the Company or
       any of its Restricted Subsidiaries in connection with a repurchase of
       Capital Stock of the Company will not be deemed to constitute a
       Restricted Payment under this Indenture;

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

                                       55

<PAGE>

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

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

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

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

            (10) Investments that are made with Excluded Contributions;

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

                                       56

<PAGE>

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

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

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

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

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

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

In determining the aggregate amount of Restricted Payments made subsequent to
the Issue Date in accordance with clause (c) of the immediately preceding
paragraph, amounts expended

                                       57

<PAGE>

pursuant to clauses (1), (2), (4), (5), (6), (7), (8), (9), (15) and (17) shall
be included in such calculation.

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

4.4    Limitation on Incurrence of Additional Indebtedness.
       ---------------------------------------------------

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

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

4.5    Corporate Existence.
       -------------------

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

4.6    Payment of Taxes and Other Claims.
       ---------------------------------

       The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any of its Subsidiaries or
upon the income, profits or property of it or any of

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<PAGE>

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

4.7    Maintenance of Properties and Insurance.
       ---------------------------------------

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

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

4.8    Compliance Certificate; Notice of Default.
       -----------------------------------------

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

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<PAGE>

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

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

4.9    Compliance with Laws.
       --------------------

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

4.10   Reports to Holders.
       ------------------

       Whether or not required by the rules and regulations of the Commission,
so long as any Securities are outstanding, the Company shall file a copy of the
following information and reports with the Trustee and the Commission for public
availability (unless the Commission will not accept such a filing) and shall
furnish to the Holders of Securities and to securities analysts and prospective
investors, upon their written request:

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

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

       In addition, following the consummation of the Exchange Offer, whether or
not required by the rules and regulations of the Commission, the Company shall
file a copy of all such

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<PAGE>

information and reports with the Commission for public availability (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon written request to the
Company.

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

4.11   Waiver of Stay, Extension or Usury Laws.
       ---------------------------------------

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

4.12   Limitations on Transactions with Affiliates.
       -------------------------------------------

       (a)  The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate
Transaction"), other than (x) Affiliate Transactions permitted under paragraph
(b) below and (y) Affiliate Transactions on terms that are no less favorable
than those that could reasonably have been obtained in a comparable transaction
at such time on an arm's-length basis from a Person that is not an Affiliate of
the Company or such Restricted Subsidiary. All Affiliate Transactions (and each
series of related Affiliate Transactions which are similar or part of a common
plan) involving aggregate payments or other property with a fair market value in
excess of $2.0 million shall be approved by the Board of Directors of the
Company or such Restricted Subsidiary, as the case may be, such approval to be
evidenced by a Board Resolution stating that such Board of Directors has
determined that such transaction complies with the foregoing provisions. If the
Company or any Restricted Subsidiary of the Company enters into an Affiliate
Transaction (or a series of related Affiliate Transactions related to a common
plan) that involves an aggregate fair market value of more than $10.0 million,
the Company or such Restricted Subsidiary, as the case may be, shall, prior to
the consummation thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to the Company or the relevant
Restricted Subsidiary, as the case may be, from a financial point of view, from
an Independent Financial Advisor and file the same with the Trustee.

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

            (xi)   any tax sharing agreement or arrangement and payments
       pursuant thereto among the Company and its Subsidiaries and any other
       Person with which the Company or its Subsidiaries is required or
       permitted to file a consolidated tax return or with which

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<PAGE>

       the Company or any of its Restricted Subsidiaries is or could be part of
       a consolidated group for tax purposes in amounts not otherwise prohibited
       by this Indenture.

4.13   Limitation on Dividend and Other Payment Restrictions Affecting
       ---------------------------------------------------------------
       Subsidiaries.
       ------------

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

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

            (ii)   this Indenture and the Security Documents in relation to the
       Note Liens;

            (iii)  the indenture and/or the documentation governing the 9 1/2 %
       Senior Second Secured Notes Due 2010;

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

4.14   Limitation on the Issuance and Sale of Capital Stock of Restricted
       ------------------------------------------------------------------
       Subsidiaries.
       ------------

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

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

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

            (c)  if, immediately after giving effect to such issuance or sale,
       such Restricted Subsidiary would no longer constitute a Restricted
       Subsidiary of the Company and any Investment in such Person remaining
       after giving effect to such issuance or sale would

                                       64

<PAGE>

       have been permitted to be made under Section 4.3 if made on the date of
       such issuance or sale; or

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

4.15   Limitation on Issuances of Guarantees by Restricted Subsidiaries.
       ----------------------------------------------------------------

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

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

4.16   Limitation on Liens.
       -------------------

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

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<PAGE>

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

            (b)  in all other cases, the Securities are equally and ratably
       secured,

except for the following Liens which are expressly permitted:

            (i)   Liens existing as of the Issue Date (including Liens securing
       the 9 1/2% Senior Secured Notes Due 2010), other than First Priority
       Liens;

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

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

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

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

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

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

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

            (vii) Permitted Liens.

4.17   Change of Control.
       -----------------

       (a)  Upon the occurrence of a Change of Control, the Company shall be
obligated to make an offer to purchase (the "Change of Control Offer"), and
shall purchase, on a Business

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<PAGE>

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

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

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

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

The Company shall first comply with the covenant in the immediately preceding
sentence before it shall be required to repurchase Securities pursuant to the
provisions described below. The Company's failure to comply with the covenant
described in the second preceding sentence (and any failure to send the notice
referred to in clause (c) below because same is prohibited by the second
preceding sentence) may (with notice and lapse of time) constitute an Event of
Default described in clause (iii) of Section 6.1 but shall not constitute an
Event of Default described in clause (ii) of Section 6.1.

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

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

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

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<PAGE>

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

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

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

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

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

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

       The Company shall not be required to make a Change of Control Offer upon
a Change of Control if any other Person makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.17 applicable to a Change of Control Offer made by the Company
and purchases all Securities validly tendered and not withdrawn under such
Change of Control Offer. This covenant and other provisions contained in this
Indenture relating to the Company's obligation to make a Change of Control Offer
may be waived or modified with the written consent of the Holders of a majority
in principal amount of Securities.

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

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

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<PAGE>

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

4.18   Limitation on Asset Sales.
       -------------------------

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

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

            (ii)  at least 75% of the consideration received by the Company or
       the Restricted Subsidiary, as the case may be, from such Asset Sale shall
       be in the form of (x) cash or Cash Equivalents, (y) properties and assets
       to be owned by the Company or any of its Restricted Subsidiaries and used
       in a Permitted Business or (z) Capital Stock in one or more Persons
       engaged in a Permitted Business that are or thereby become Restricted
       Subsidiaries of the Company, and, in each case, such consideration is
       received at the time of such disposition; provided that the amount of (a)
       any liabilities (as shown on the Company's or such Restricted
       Subsidiary's most recent balance sheet) of the Company or any Restricted
       Subsidiary (other than liabilities that are by their terms subordinated
       to the Securities) that are assumed by the transferee of any such assets,
       and (b) any notes or other securities received by the Company or any such
       Restricted Subsidiary from such transferee that are converted by the
       Company or such Restricted Subsidiary into cash within 180 days after
       such Asset Sale (to the extent of the cash received) shall be deemed to
       be cash for the purposes of this provision only; and

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

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

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

                                       69

<PAGE>

            of the definition of Permitted Investments (collectively,
            "Replacement Assets"); or

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

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

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

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

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

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

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<PAGE>

Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash
Proceeds for purposes of this Section 4.18.

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

4.19   [Intentionally Omitted]

4.20   [Intentionally Omitted]

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<PAGE>

4.21   Future Guarantors.
       -----------------

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

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

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

                                    ARTICLE V

                              SUCCESSOR CORPORATION

5.1    Merger, Consolidation and Sale of Assets.
       ----------------------------------------

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

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

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<PAGE>

       disposition the properties and assets of the Company and of the Company's
       Restricted Subsidiaries substantially as an entirety (the "Surviving
       Entity"):

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

5.2    Successor Corporation Substituted.
       ---------------------------------

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

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<PAGE>

every right and power of, the Company or such Guarantor under this Indenture and
the Securities or any Subsidiary Guarantee, as applicable, with the same effect
as if such Surviving Entity had been named as such.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

6.1    Events of Default.
       -----------------

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

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

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

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

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

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

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

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<PAGE>

       assignment for the benefit of its creditors or (vi) takes any corporate
       action to authorize or effect any of the foregoing;

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

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

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

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

6.2    Acceleration.
       ------------

       If an Event of Default (other than an Event of Default specified in
clause (vi) or (vii) of Section 6.1 above with respect to the Company) shall
occur and be continuing, the Trustee or the

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<PAGE>

Holders of at least 25% in principal amount of outstanding Securities may
declare the principal of, premium, if any, and accrued interest on all the
Securities to be due and payable by notice in writing to the Issuers (and the
Trustee if given by the Holders) specifying the respective Event of Default and
that it is a "notice of acceleration," and the same shall become immediately due
and payable. If an Event of Default specified in clause (vi) or (vii) of Section
6.1 above with respect to the Company occurs and is continuing, then all unpaid
principal of, and premium, if any, and accrued and unpaid interest on all of the
outstanding Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

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

6.3    Other Remedies.
       --------------

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

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

6.4    Waiver of Past Defaults.
       -----------------------

       Subject to Sections 2.9, 6.2, 6.7 and 9.2, the Holders of not less than a
majority in principal amount of the outstanding Securities by notice to the
Trustee may waive an existing Default or Event of Default and its consequences,
except a Default or Event of Default in the payment of principal of, premium, if
any, or interest on any Security as specified in clauses (i) and (ii) of Section
6.1. The Company shall deliver to the Trustee an Officers' Certificate stating

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<PAGE>

that the requisite percentage of Holders have consented to such waiver and
attaching copies of such consents. When a Default or Event of Default is waived,
it is cured and ceases.

6.5    Control by Majority.
       -------------------

       The Holders of not less than a majority in principal amount of the
outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. Subject to Section 7.1, however, the Trustee may refuse
to follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may involve the Trustee in personal liability.

6.6    Limitation on Suits.
       -------------------

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

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

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

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

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

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

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

6.7    Rights of Holders To Receive Payment.
       ------------------------------------

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

6.8    Collection Suit by Trustee.
       --------------------------

       If an Event of Default in payment of principal, premium, if any, or
interest specified in clause (i) or (ii) of Section 6.1 occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Issuers or any other obligor on the

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Securities for the whole amount of principal, premium, if any, and accrued
interest and fees remaining unpaid, together with interest on overdue principal
and premium, if any, and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate per annum
borne by the Securities and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due to the Trustee under Section 7.7.

6.9    Trustee May File Proofs of Claim.
       --------------------------------

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

6.10   Priorities.
       ----------

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

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

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

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

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

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<PAGE>

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

6.11   Undertaking for Costs.
       ---------------------

       In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7, or a suit by a Holder or Holders of more than 10% in
principal amount of the outstanding Securities.

6.12   Restoration of Rights and Remedies.
       ----------------------------------

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

6.13   Rights and Remedies Cumulative.
       ------------------------------

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

                                   ARTICLE VII

                                     TRUSTEE

7.1    Duties of Trustee.
       -----------------

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

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

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<PAGE>

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

            (ii)  In the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness
       of the opinions expressed therein, upon certificates (including Officers'
       Certificates) or opinions (including Opinions of Counsel) furnished to
       the Trustee and conforming to the requirements of this Indenture.
       However, the Trustee shall examine the certificates and opinions to
       determine whether or not they conform to the requirements of this
       Indenture, but need not verify the contents thereof.

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

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

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

            (iii) The Trustee shall not be liable with respect to any action it
       takes or omits to take in good faith in accordance with a direction
       received by it pursuant to Section 6.5.

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

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

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

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

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

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<PAGE>

7.2    Rights of Trustee.
       -----------------

       Subject to Section 7.1:

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

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

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

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

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

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

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

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

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

            (j)  The Trustee shall not be charged with knowledge of any Default
       or Event of Default, of the identity of any Restricted Subsidiary or the
       existence of any Change of

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<PAGE>

       Control or Asset Sale unless either (i) a Responsible Officer shall have
       Actual Knowledge thereof or (ii) the Trustee shall have received written
       notice thereof from either of the Issuers or any Holder.

            (k)  Delivery of reports, information and documents to the Trustee
       under Section 4.10 is for informational purposes only and the Trustee's
       receipt of the foregoing shall not constitute constructive notice of any
       information contained therein or determinable from information contained
       therein, including the Issuers' compliance with any of the covenants
       hereunder.

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

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

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

7.3    Individual Rights of Trustee.
       ----------------------------

       The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Issuers, their
Subsidiaries (including any Guarantors) or their respective Affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

7.4    Trustee's Disclaimer.
       --------------------

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

7.5    Notice of Default.
       -----------------

       If a Default or an Event of Default occurs and is continuing and the
Trustee has Actual Knowledge thereof based on receipt of actual notice of such
Default or Event of Default, the Trustee shall mail to each Securityholder
notice of the uncured Default or Event of Default

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<PAGE>

within 90 days after such Default or Event of Default occurs. Except in the case
of a Default or an Event of Default in payment of principal of, premium, if any,
or interest on, any Security, including an accelerated payment and the failure
to make payment on the Change of Control Payment Date pursuant to a Change of
Control Offer or the Net Proceeds Offer Payment Date pursuant to a Net Proceeds
Offer, the Trustee may withhold the notice if and so long as the Board of
Directors, the executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determines that withholding
the notice is in the interest of the Securityholders.

7.6    Reports by Trustee to Holders.
       -----------------------------

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

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

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

7.7    Compensation and Indemnity.
       --------------------------

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

       The Issuers shall indemnify the Trustee and its agents, employees,
officers, stockholders and directors for, and hold them harmless against, any
loss, liability or expense (including reasonable attorneys' fees and expenses)
incurred by them except for such actions to the extent caused by any negligence,
bad faith or willful misconduct on their part, arising out of or in connection
with the acceptance or administration of this trust including the cost and
expense of enforcing this Indenture and the Securities against the Issuers or
the Holders (including this Section 7.7) including the reasonable costs and
expenses of defending themselves against or investigating any claim or liability
in connection with the exercise or performance of any of the Trustee's rights,
powers or duties hereunder. The Trustee shall notify the Issuers promptly of any
claim asserted against the Trustee or any of its agents, employees, officers,
stockholders and directors for which it may seek indemnity, provided that any
failure to so notify the Issuers shall not relieve the Issuers of their
indemnity obligations hereunder. The Issuers may, subject to the

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<PAGE>

approval of the Trustee, defend the claim and the Trustee shall cooperate in the
defense. The Trustee and its agents, employees, officers, stockholders and
directors subject to the claim may have separate counsel and the Issuers shall
pay the reasonable fees and expenses of such counsel; provided, however, that
the Issuers will not be required to pay such fees and expenses if, subject to
the approval of the Trustee, it assumes the Trustee's defense and there is no
conflict of interest between the Issuers and the Trustee and its agents,
employees, officers, stockholders and directors subject to the claim in
connection with such defense as reasonably determined by the Trustee. The
Issuers need not pay for any settlement made without its written consent, which
consent will not be unreasonably withheld, delayed or conditioned. The Issuers
need not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its negligence, bad faith or willful
misconduct.

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

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

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

7.8    Replacement of Trustee.
       ----------------------

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

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

            (ii)  the Trustee is adjudged bankrupt or insolvent;

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

            (iv)  the Trustee becomes incapable of acting.

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

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<PAGE>

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

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

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

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

7.9    Successor Trustee by Merger, Etc.
       --------------------------------

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

7.10   Eligibility; Disqualification.
       -----------------------------

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

7.11   Preferential Collection of Claims Against the Issuers.
       -----------------------------------------------------

       The Trustee, in its capacity as Trustee hereunder, shall comply with TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.

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<PAGE>

7.12   Direction to Trustee.
       --------------------

       The Trustee is directed to execute, deliver and perform its obligations
under the Security Documents and the Intercreditor Agreement.

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

8.1    Termination of the Issuers' Obligations.
       ---------------------------------------

       The Issuers may terminate their obligations under the Securities and this
Indenture, except those obligations referred to in the penultimate paragraph of
this Section 8.1, if all Securities previously authenticated and delivered
(other than destroyed, lost or stolen Securities which have been replaced or
paid or Securities for whose payment U.S. Legal Tender in immediately available
funds has theretofore been deposited with the Trustee or the Paying Agent in
trust or segregated and held in trust by the Issuers and thereafter repaid to
the Issuers, as provided in Section 8.5) have been delivered to the Trustee for
cancellation and the Issuers have paid all sums payable by them hereunder, or
if:

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

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

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

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

            (v)   the Issuers shall have delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent providing for or relating

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<PAGE>

       to the termination of the Issuers' obligations under the Securities and
       this Indenture have been complied with. Such Opinion of Counsel shall
       also state that such satisfaction and discharge does not result in a
       default under the Credit Agreement or any other material agreement or
       instrument then known to such counsel that binds or affects either of the
       Issuers.

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

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

8.2    Legal Defeasance and Covenant Defeasance.
       ----------------------------------------

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

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

       (c)  Upon the Issuers' exercise under paragraph (a) hereof of the option
applicable to this paragraph (c), the Issuers and each Guarantor, if any, shall,
subject to the satisfaction of the

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conditions set forth in Section 8.3, be released from their obligations, if any,
under the covenants contained in Sections 4.3 and 4.4 and Sections 4.12 through
4.19 and Section 4.21 and Article V with respect to the outstanding Securities
and the corresponding Subsidiary Guarantee, if any, on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Securities shall thereafter be deemed not "outstanding" for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes) and Holders of the Securities and any amounts deposited under Section
8.3 shall cease to be subject to any obligations to, or the rights of, any
holder of First Priority Lien Obligations under Article X or otherwise. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.1(iii),
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. In addition, upon the Issuers' exercise
under paragraph (a) hereof of the option applicable to this paragraph (c),
subject to the satisfaction of the conditions set forth in Section 8.3 hereof,
Sections 6.1(iii), 6.1(iv), 6.1(v) and 6.1(ix) shall not constitute Events of
Default.

8.3    Conditions to Legal Defeasance or Covenant Defeasance.
       -----------------------------------------------------

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

       In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

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<PAGE>

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

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

            (iv)   no Default or Event of Default shall have occurred and be
       continuing on the date of such deposit (other than a Default or Event of
       Default resulting from the incurrence of Indebtedness all or a portion of
       the proceeds of which will be used to defease the Securities pursuant to
       this Article VIII concurrently with such incurrence) or insofar as
       Sections 6.1(vi) and 6.1(vii) hereof are concerned, at any time in the
       period ending on the 91st day after the date of such deposit;

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

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

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

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

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

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satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

8.4    Application of Trust Money.
       --------------------------

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

       The Issuers shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.3 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities.

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

8.5    Repayment to the Issuers.
       ------------------------

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

8.6    Reinstatement.
       -------------

       If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender
or U.S. Government Obligations in accordance with this Article VIII by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuers' obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article VIII until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with this Article VIII; provided that if the Issuers have made any payment of
interest on, premium, if any, or principal of any Securities because of the
reinstatement of its obligations, the Issuers shall be subrogated

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to the rights of the Holders of such Securities to receive such payment from the
U.S. Legal Tender or U.S. Government Obligations held by the Trustee or Paying
Agent.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

9.1    Without Consent of Holders.
       --------------------------

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

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

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

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

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

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

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

            (vii)  (x) to add assets as Collateral or release Collateral from
       the Lien of this Indenture and the Security Documents when permitted or
       required by the Security Documents, the Intercreditor Agreement or this
       Indenture and (y) or as otherwise provided in the Security Documents or
       the Intercreditor Agreement;

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

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<PAGE>

       the Securities issued in exchange for Securities issued in accordance
       with clause (iii) of the fourth paragraph of Section 2.2 shall be
       modified or eliminated, as appropriate);

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

9.2    With Consent of Holders.
       -----------------------

       Subject to Sections 6.7 and 9.3, the Issuers, the Guarantors, if any, and
the Trustee, together, with the written consent of the Holder or Holders of at
least a majority in aggregate principal amount of the outstanding Securities or
any Subsidiary Guarantee, may amend or supplement this Indenture, the Securities
or the Subsidiary Guarantees without notice to any other Securityholders.
Subject to Sections 6.7 and 9.3, the Holder or Holders of a majority in
aggregate principal amount of the outstanding Securities may waive compliance by
the Issuers with any provision of this Indenture, the Securities or any
Subsidiary Guarantee without notice to any other Securityholder. Without the
consent of each Securityholder affected, however, no amendment, supplement or
waiver, including a waiver pursuant to (and to the extent provided in) Section
6.4, may:

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

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

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

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

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

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

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

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

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<PAGE>

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

9.3    [Intentionally Omitted].

9.4    Compliance with TIA.
       -------------------

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

9.5    Revocation and Effect of Consents.
       ---------------------------------

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

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

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

9.6    Notation on or Exchange of Securities.
       -------------------------------------

       If an amendment, supplement or waiver changes the terms of a Security,
the Issuers may require the Holder of the Security to deliver it to the Trustee.
The Issuers shall provide the Trustee with an appropriate notation on the
Security about the changed terms and cause the Trustee to return it to the
Holder at the Issuers' expense. Alternatively, if the Issuers or the

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<PAGE>

Trustee so determines, the Issuers in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or issue a new Security shall not
affect the validity and effect of such amendment, supplement or waiver.

9.7    Trustee to Sign Amendments, Etc.
       -------------------------------

       The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article IX; provided that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee's own rights, duties or immunities under this Indenture. The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel and an Officers' Certificate each complying with Sections
11.4 and 11.5 and stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article IX is authorized or permitted by this
Indenture and constitutes the legal, valid and binding obligations of the
Issuers enforceable in accordance with its terms. Such Opinion of Counsel shall
be at the expense of the Issuers.

                                    ARTICLE X

                                   COLLATERAL

10.1   Collateral.
       ----------

       (a)  In order to secure the due and punctual payment of the Securities,
the Issuers have entered into the Security Documents to create the Note Liens on
the Collateral in accordance with the terms thereof. Pursuant to the provisions
of the Security Documents, the Intercreditor Agreement and this Indenture, the
rights and remedies of the Trustee and the Holders of the Securities in the
Collateral shall be junior and subject to the rights and remedies of the holders
of the First Priority Liens and other Liens that have priority over the Note
Liens to the extent permitted by this Indenture and senior and prior to the
rights and remedies of the 91/2% Senior Second Secured Notes due 2010 in
accordance with the terms of the Security Documents and the Intercreditor
Agreement. In the event of a conflict between the terms of this Indenture and
the Security Documents, the Security Documents shall control.

       (b)  Each Holder of a Security, by accepting such Security, (i) agrees to
all of the terms and provisions of the Security Documents and the Intercreditor
Agreement, (ii) acknowledges that all First Priority Lien Obligations include,
without limitation, any interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of the Company or any of its Subsidiaries
at the contractual rate of interest provided for in the respective documentation
for such First Priority Lien Obligations, whether or not a claim for such
post-petition interest is allowed in any such proceeding or under applicable
law, and (iii) authorizes the Trustee to enter into the Security Documents and
the Intercreditor Agreement and, unless violative of the provisions hereof and
thereof, to execute any and all documents, amendments, waivers, consents,
releases or other instruments required (or authorized) to be executed by it
pursuant to the terms thereof.

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<PAGE>

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

10.2   Application of Proceeds of Collateral.
       -------------------------------------

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

10.3   Possession, Use and Release of Collateral.
       -----------------------------------------

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

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

                                       97

<PAGE>

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

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

10.4   Opinion of Counsel.
       ------------------

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

                                       98

<PAGE>

10.5   Further Assurances.
       ------------------

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

10.6   Trust Indenture Act Requirements.
       --------------------------------

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

10.7   Suits to Protect the Collateral.
       -------------------------------

       Subject to the provisions of the Security Documents and the Intercreditor
Agreement, the Trustee shall have the authority to direct the Collateral Agent
to institute and to maintain such suits and proceedings as the Trustee may deem
expedient to prevent any impairment of the Collateral by any acts which may be
unlawful or in violation of any of the Security Documents or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders of the Securities in the
Collateral (including suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the Security
Interests or be prejudicial to the interests of the Holders of the Securities).

10.8   Purchaser Protected.
       -------------------

       In no event shall any purchaser in good faith or other transferee of any
property purported to be released hereunder be bound to ascertain the authority
of the Trustee to direct the Collateral Agent to execute the release or to
inquire as to the satisfaction of any conditions required by the provisions
hereof for the exercise of such authority or to see to the application of any
consideration given by such purchaser or other transferee; nor shall any
purchaser or other

                                       99

<PAGE>

transferee of any property or rights permitted to be sold by this Article X, be
under obligation to ascertain or inquire into the authority of any Issuer or any
Domestic Subsidiary, as applicable, to make any such sale or other transfer.

10.9   Powers Exercisable by Receiver or Trustee.
       -----------------------------------------

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

10.10  Release upon Termination of Company's Obligations.
       -------------------------------------------------

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

                                   ARTICLE XI

                             GUARANTEE OF SECURITIES

11.1   Unconditional Subsidiary Guarantee.
       ----------------------------------

       Subject to the provisions of this Article Eleven, each of the Guarantors,
upon the execution and delivery of a Subsidiary Guarantee pursuant to Section
4.15 or 4.21, shall hereby, jointly and severally, unconditionally and
irrevocably guarantee, on an unsubordinated basis (such guarantees to be
referred to herein as the "Subsidiary Guarantees") to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Securities or the obligations of the Issuers or any other Guarantors to the
Holders or the Trustee hereunder or thereunder, that: (a) the principal of,
premium, if any, and interest on the Securities shall be duly and punctually
paid in full when due, whether at maturity, upon redemption at the option of
Holders pursuant to the provisions of the Securities relating thereto, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities and all other
obligations of the Issuers or the Guarantors to the Holders or the Trustee
hereunder or thereunder (including amounts due the Trustee under Section 7.7
hereof) and all other obligations shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Securities or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed,
or failing

                                      100

<PAGE>

performance of any other obligation of the Issuers to the Holders under this
Indenture or under the Securities, for whatever reason, each Guarantor shall be
obligated to pay, or to perform or cause the performance of, the same
immediately. An Event of Default under this Indenture or the Securities shall
constitute an event of default under the Subsidiary Guarantees, and shall
entitle the Holders of Securities to accelerate the obligations of the
Guarantors hereunder in the same manner and to the same extent as the
obligations of the Issuers.

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

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

                                      101

<PAGE>

11.2   Limitations on Subsidiary Guarantees.
       ------------------------------------

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

11.3   Execution and Delivery of Subsidiary Guarantee.
       ----------------------------------------------

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

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

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

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

                                      102

<PAGE>

11.4   Release of a Guarantor.
       ----------------------

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

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

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

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

       Except as set forth in Articles Four and Five and this Section 11.4,
nothing contained in this Indenture or in any of the Securities shall prevent
any consolidation or merger of a Guarantor with or into either Issuer or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to either Issuer or another
Guarantor.

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<PAGE>

11.5   Waiver of Subrogation.
       ---------------------

       Until this Indenture is discharged and all of the Securities are
discharged and paid in full, each Guarantor, upon the execution and delivery of
a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, shall hereby
irrevocably waive and agrees not to exercise any claim or other rights which it
may now or hereafter acquire against the Issuers that arise from the existence,
payment, performance or enforcement of the Issuers' obligations under the
Securities or this Indenture and such Guarantor's obligations under its
Subsidiary Guarantee and this Indenture, in any such instance, including,
without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, and any right to participate in any claim or
remedy of the Holders against the Issuers, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including,
without limitation, the right to take or receive from the Issuers, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Securities under the Securities,
this Indenture, or any other document or instrument delivered under or in
connection with such agreements or instruments, shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor for
the benefit of, and held in trust for the benefit of, the Trustee or the Holders
and shall forthwith be paid to the Trustee for the benefit of itself or such
Holders to be credited and applied to the obligations in favor of the Trustee or
the Holders, as the case may be, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
11.5 is knowingly made in contemplation of such benefits.

11.6   Immediate Payment.
       -----------------

       Each Guarantor, upon the execution and delivery of a Subsidiary Guarantee
pursuant to Section 4.15 or 4.21, shall hereby agree to make immediate payment
to the Trustee, on behalf of the Holders or itself, of all Obligations due and
owing or payable to the respective Holders or the Trustee upon receipt of a
demand for payment therefor by the Trustee to such Guarantor in writing.

11.7   No Set-Off.
       ----------

       Each payment to be made by a Guarantor hereunder in respect of the
Obligations shall be payable in the currency or currencies in which such
Obligations are denominated, and shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature.

11.8   Obligations Absolute.
       --------------------

       The obligations of each Guarantor hereunder are and shall be absolute and
unconditional and any monies or amounts expressed to be owing or payable by each
Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Subsidiary Guarantee shall be recoverable from such Guarantor as a
primary obligor and principal debtor in respect thereof.

                                      104

<PAGE>

11.9   Obligations Continuing.
       ----------------------

       The obligations of each Guarantor hereunder shall be continuing and shall
remain in full force and effect until all the obligations have been paid and
satisfied in full. Upon the execution and delivery of a Subsidiary Guarantee
pursuant to Section 4.15 or 4.21, each Guarantor shall hereby agree with the
Trustee that it will from time to time deliver to the Trustee suitable
acknowledgments of its continued liability hereunder and under any other
instrument or instruments in such form as counsel to the Trustee may advise and
as will prevent any action brought against it in respect of any default
hereunder being barred by any statute of limitations now or hereafter in force
and, in the event of the failure of a Guarantor so to do, it hereby irrevocably
appoints the Trustee the attorney and agent of such Guarantor to make, execute
and deliver such written acknowledgment or acknowledgments or other instruments
as may from time to time become necessary or advisable, in the judgment of the
Trustee on the advice of counsel, to fully maintain and keep in force the
liability of such Guarantor hereunder and under its Subsidiary Guarantee.

11.10  Obligations Not Reduced.
       -----------------------

       The obligations of each Guarantor hereunder shall not be satisfied,
reduced or discharged solely by the payment of such principal, premium, if any,
interest, fees and other monies or amounts as may at any time prior to discharge
of this Indenture pursuant to Article VIII be or become owing or payable under
or by virtue of or otherwise in connection with the Securities or this
Indenture.

11.11  Obligations Reinstated.
       ----------------------

       The obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of any Guarantor hereunder
(whether such payment shall have been made by or on behalf of the Issuers or by
or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of either Issuer
or any Guarantor or otherwise, all as though such payment had not been made. If
demand for, or acceleration of the time for, payment by either Issuer is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of such Issuer,
all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by each Guarantor as provided herein.

11.12  Obligations Not Affected.
       ------------------------

       The obligations of each Guarantor hereunder shall not be affected,
impaired or diminished in any way by any act, omission, matter or thing
whatsoever, occurring before, upon or after any demand for payment hereunder
(and whether or not known or consented to by any Guarantor or any of the
Holders) which, but for this provision, might constitute a whole or partial
defense to a claim against any Guarantor hereunder or might operate to release
or otherwise exonerate any Guarantor from any of its obligations hereunder or
otherwise affect such obligations, whether occasioned by default of any of the
Holders or otherwise, including, without limitation:

                                      105

<PAGE>

            (i)    any limitation of status or power, disability, incapacity or
       other circumstance relating to either Issuer or any other Person,
       including any insolvency, bankruptcy, liquidation, reorganization,
       readjustment, composition, dissolution, winding-up or other proceeding
       involving or affecting such Issuer or any other Person;

            (ii)   any irregularity, defect, unenforceability or invalidity in
       respect of any indebtedness or other obligation of either Issuer or any
       other Person under this Indenture, the Securities or any other document
       or instrument;

            (iii)  any failure of either Issuers, whether or not without fault
       on its part, to perform or comply with any of the provisions of this
       Indenture or the Securities, or to give notice thereof to a Guarantor;

            (iv)   the taking or enforcing or exercising or the refusal or
       neglect to take or enforce or exercise any right or remedy from or
       against either Issuer or any other Person or their respective assets or
       the release or discharge of any such right or remedy;

            (v)    the granting of time, renewals, extensions, compromises,
       concessions, waivers, releases, discharges and other indulgences to
       either Issuer or any other Person;

            (vi)   any change in the time, manner or place of payment of, or in
       any other term of, any of the Securities, or any other amendment,
       variation, supplement, replacement or waiver of, or any consent to
       departure from, any of the Securities or this Indenture, including,
       without limitation, any increase or decrease in the principal amount of
       or premium, if any, or interest on any of the Securities;

            (vii)  any change in the ownership, control, name, objects,
       businesses, assets, capital structure or constitution of either Issuer or
       a Guarantor;

            (viii) any merger or amalgamation of either Issuer or a Guarantor
       with any Person or Persons;

            (ix)   the occurrence of any change in the laws, rules, regulations
       or ordinances of any jurisdiction by any present or future action of any
       governmental authority or court amending, varying, reducing or otherwise
       affecting, or purporting to amend, vary, reduce or otherwise affect, any
       of the Obligations or the obligations of a Guarantor under its Subsidiary
       Guarantee; and

            (x)    any other circumstance, including release of a Guarantor
       pursuant to Section 11.4 (other than by complete, irrevocable payment)
       that might otherwise constitute a legal or equitable discharge or defense
       of either Issuer under this Indenture or the Securities or of another
       Guarantor in respect of its Subsidiary Guarantee hereunder;

provided that the provisions of this Section 11.12 are not intended to affect in
any way any release of a Guarantor in accordance with the provisions of Section
11.4.

                                      106

<PAGE>

11.13  Waiver.
       ------

       Without in any way limiting the provisions of Section 11.1 hereof, each
Guarantor, upon the execution and delivery of a Subsidiary Guarantee pursuant to
Section 4.15 or 4.21, shall hereby waive notice of acceptance hereof, notice of
any liability of any Guarantor hereunder, notice or proof of reliance by the
Holders upon the obligations of any Guarantor hereunder, and diligence,
presentment, demand for payment on either Issuer, protest, notice of dishonor or
non-payment of any of the Obligations, or other notice or formalities to either
Issuer or any Guarantor of any kind whatsoever.

11.14  No Obligation to Take Action Against the Issuers.
       ------------------------------------------------

       Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Obligations or against either Issuer or any other Person or any
property of such Issuer or any other Person before the Trustee is entitled to
demand payment and performance by any or all Guarantors of their liabilities and
obligations under their Subsidiary Guarantees or under this Indenture.

11.15  Dealing with the Issuers and Others.
       -----------------------------------

       The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor
and without the consent of or notice to any Guarantor, may

            (i)    grant time, renewals, extensions, compromises, concessions,
       waivers, releases, discharges and other indulgences to either Issuer or
       any other Person;

            (ii)   take or abstain from taking security or collateral from
       either Issuer or from perfecting security or collateral of either Issuer;

            (iii)  release, discharge, compromise, realize, enforce or otherwise
       deal with or do any act or thing in respect of (with or without
       consideration) any and all collateral, mortgages or other security given
       by either Issuer or any third party with respect to the obligations or
       matters contemplated by this Indenture or the Securities;

            (iv)   accept compromises or arrangements from either Issuer;

            (v)    apply all monies at any time received from either Issuer or
       from any security upon such part of the Obligations as the Holders may
       see fit or change any such application in whole or in part from time to
       time as the Holders may see fit; and

            (vi)   otherwise deal with, or waive or modify their right to deal
       with, either Issuer and all other Persons and any security as the Holders
       or the Trustee may see fit.

11.16  Default and Enforcement.
       -----------------------

       If any Guarantor fails to pay in accordance with Section 11.6 hereof, the
Trustee may proceed in its name as trustee hereunder in the enforcement of the
Subsidiary Guarantee of any

                                      107

<PAGE>

such Guarantor and such Guarantor's obligations thereunder and hereunder by any
remedy provided by law, whether by legal proceedings or otherwise, and to
recover from such Guarantor the obligations.

11.17  Amendment, Etc.
       --------------

       No amendment, modification or waiver of any provision of this Indenture
relating to any Guarantor or consent to any departure by any Guarantor or any
other Person from any such provision will in any event be effective unless it is
signed by such Guarantor and the Trustee.

11.18  Acknowledgment.
       --------------

       Each Guarantor, upon the execution and delivery of a Subsidiary Guarantee
pursuant to Section 4.15 or 4.21, shall hereby acknowledge communication of the
terms of this Indenture and the Securities and shall hereby consent to and
approves of the same.

11.19  Costs and Expenses.
       ------------------

       Each Guarantor shall pay on demand by the Trustee any and all costs, fees
and expenses (including, without limitation, legal fees on a solicitor and
client basis) incurred by the Trustee, its agents, advisors and counsel or any
of the Holders in enforcing any of their rights under any Subsidiary Guarantee.

11.20  No Merger or Waiver; Cumulative Remedies.
       ----------------------------------------

       No Subsidiary Guarantee shall operate by way of merger of any of the
obligations of a Guarantor under any other agreement, including, without
limitation, this Indenture. No failure to exercise and no delay in exercising,
on the part of the Trustee or the Holders, any right, remedy, power or privilege
hereunder or under this Indenture or the Securities, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Securities preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Subsidiary
Guarantee and under this Indenture, the Securities and any other document or
instrument between a Guarantor and/or either Issuer and the Trustee are
cumulative and not exclusive of any rights, remedies, powers and privilege
provided by law.

11.21  Survival of Obligations.
       -----------------------

       Without prejudice to the survival of any of the other obligations of any
Guarantor hereunder, the obligations of each Guarantor under Section 11.1 shall
survive the payment in full of the Obligations under the Securities, but only if
and to the extent such payment is avoided, and in such case shall be enforceable
against such Guarantor to the same extent as prior to any such payment and
without regard to and without giving effect to any defense, right of offset or
counterclaim available to or which may be asserted by either Issuer or any
Guarantor.

                                      108

<PAGE>

11.22  Subsidiary Guarantee in Addition to Other Obligations.
       -----------------------------------------------------

       The Obligations of each Guarantor under its Subsidiary Guarantee and this
Indenture are in addition to and not in substitution for any other Obligations
to the Trustee or to any of the Holders in relation to this Indenture or the
Securities and any guarantees or security at any time held by or for the benefit
of any of them.

11.23  Severability.
       ------------

       Any provision of this Article Eleven which is prohibited or unenforceable
in any jurisdiction shall not invalidate the remaining provisions and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction unless its removal
would substantially defeat the basic intent, spirit and purpose of this
Indenture and this Article Eleven.

11.24  Successors and Assigns.
       ----------------------

       Each Subsidiary Guarantee shall be binding upon and inure to the benefit
of each Guarantor and the Trustee and the other Holders and their respective
successors and permitted assigns, except that no Guarantor may assign any of its
obligations hereunder or thereunder, except as otherwise permitted in this
Indenture.

                                   ARTICLE XII

                             [INTENTIONALLY OMITTED]

                                  ARTICLE XIII

                                  MISCELLANEOUS

13.1   TIA Controls.
       ------------

       If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

13.2   Notices.
       -------

       Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

       if to the Issuers or a Guarantor, if any:

            Resolution Performance Products LLC
            1600 Smith Street
            Houston, TX 77002
            Attention: President

                                      109

<PAGE>

            Telecopy: (713) 241-5333

       with a copy to:

            O'Melveny & Myers LLP
            30 Rockefeller Plaza
            New York, New York 10112
            Attention: Rosa A. Testani

            Telephone: (212) 408-2400
            Telecopy:  (212) 408-2420

       if to the Trustee:

            The Bank of New York
            101 Barclay Street - 8/th/ Floor West
            New York, New York 10286
            Attention: Corporate Trust Division

       if to the Trustee for presentation of Securities for payment or for
       registration of transfer or exchange:

            The Bank of New York
            101 Barclay Street - 8/th/ Floor West
            New York, New York 10286
            Attention: Corporate Trust Division

            Telecopy: (212) 815-5707

       Each of the Issuers and the Trustee by written notice to each other such
Person may designate additional or different addresses for notices to such
Person. Any notice or communication to the Issuers and the Trustee, shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telecopied; and five (5) calendar days after
mailing if sent by registered or certified mail, postage prepaid (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee), except that, with respect to any mailing,
notices to the Trustee shall be deemed effective only upon receipt.

       Any notice or communication mailed to a Securityholder shall be mailed to
him by first class mail or other equivalent means at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.

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

                                      110

<PAGE>

13.3   Communications by Holders with Other Holders.
       --------------------------------------------

       Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Issuers, the Trustee, the Registrar and any other Person shall
have the protection of TIA Section 312(c).

13.4   Certificate and Opinion as to Conditions Precedent.
       --------------------------------------------------

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

            (i)    an Officers' Certificate, in form and substance satisfactory
       to the Trustee, stating that, in the opinion of the signers, all
       conditions precedent to be performed or effected by each of the Issuers,
       if any, provided for in this Indenture relating to the proposed action
       have been complied with; and

            (ii)   an Opinion of Counsel stating that, in the opinion of such
       counsel, any and all such conditions precedent have been complied with.

13.5   Statements Required in Certificate or Opinion.
       ---------------------------------------------

       Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.8, shall include:

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

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

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

            (iv)   a statement as to whether or not, in the opinion of each such
       Person, such condition or covenant has been complied with; provided,
       however, that with respect to matters of fact an Opinion of Counsel may
       rely on an Officers' Certificate or certificates of public officials.

13.6   Rules by Trustee, Paying Agent, Registrar.
       -----------------------------------------

       The Trustee, Paying Agent or Registrar may make reasonable rules for its
functions.

                                      111

<PAGE>

13.7   Legal Holidays.
       --------------

       If a payment date is not a Business Day, payment may be made on the next
succeeding day that is a Business Day.

13.8   Governing Law.
       -------------

       THIS INDENTURE, THE SECURITIES AND ANY SUBSIDIARY GUARANTEES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Indenture, the Securities or
any Subsidiary Guarantees.

13.9   No Adverse Interpretation of Other Agreements.
       ---------------------------------------------

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

13.10  No Recourse Against Others.
       --------------------------

       No Affiliate, director, officer, employee, limited liability company
members or stockholder of the Company or any Subsidiary, as such, shall have any
liability for any obligations of the Issuers under the Securities or any
Subsidiary Guarantee or this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Securityholder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

13.11  Successors.
       ----------

       All agreements of the Issuers and the Guarantors, if any, in this
Indenture and the Securities and the Subsidiary Guarantees shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successor.

13.12  Duplicate Originals.
       -------------------

       All parties may sign any number of copies of this Indenture. Each signed
copy or counterpart shall be an original, but all of them together shall
represent the same agreement.

13.13  Severability.
       ------------

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

                                      112

<PAGE>

13.14  Designation of Securities and Waivers under the Indenture Governing the
       -----------------------------------------------------------------------
       13 1/2% Senior Subordinated Notes Due 2010.
       ------------------------------------------

       (a)  For the purposes of the indenture governing the 13 1/2% Senior
Subordinated Notes Due 2010, the Securities, together with Indebtedness
outstanding under the Credit Agreement and the 9 1/2% Senior Second Secured
Notes Due 2010, are deemed by the Issuers to be "Designated Senior Debt" (as
such term is defined pursuant to section 1.1 of the indenture governing the
13 1/2% Senior Subordinated Notes Due 2010).

       (b)  The Trustee and each Holder of a Security, by accepting such
Security, agree to waive, for the benefit of the lenders under the Credit
Agreement as third party beneficiaries (each of whom may enforce the provisions
of this Section 13.14(b)), during any period when there shall be any
indebtedness outstanding under the Credit Agreement, any and all rights that the
Trustee or such Holder may have in respect of being deemed to be a holder of
"Designated Senior Debt" under the indenture governing the 13 1/2% Senior
Subordinated Notes Due 2010 (other than those rights which relate to being a
holder of "Senior Debt" under the indenture governing the 13 1/2% Senior
Subordinated Notes Due 2010), including, without limitation, the right of a
Holder of "Designated Senior Debt" to provide a "Default Notice" pursuant to
section 10 or 12.2(b) of the indenture governing the 13 1/2% Senior Subordinated
Notes Due 2010 and commence a "Payment Blockage Period" (as such term is defined
therein). This Section 13.14(b) may not be amended, supplemented or waived
without the prior written consent of the lenders under the Credit Agreement.

                                      113

<PAGE>

                                   SIGNATURES

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


                                        ISSUERS

                                        RESOLUTION PERFORMANCE PRODUCTS LLC


                                        By: /s/ Mark S. Antonvich
                                            ------------------------------------
                                            Name:  Mark S. Antonvich
                                            Title: Vice President, General
                                                   Counsel and Assistant
                                                   Secretary


                                        RPP CAPITAL CORPORATION


                                        By: /s/ Mark S. Antonvich
                                            ------------------------------------
                                            Name:  Mark S. Antonvich
                                            Title: Vice President, General
                                                   Counsel and Assistant
                                                   Secretary


                                      S-1

<PAGE>


                                        THE BANK OF NEW YORK, as Trustee


                                        By: /s/ Timothy J. Shea
                                            ------------------------------------
                                            Name:  Timothy J. Shea
                                            Title: Assistant Treasurer


                                      S-2

<PAGE>

                                                                       Exhibit A
                                                                       ---------

                            [FORM OF INITIAL NOTE]*

                               [FACE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                         8% Senior Secured Note due 2009

No.___________________________________________ Principal Amount $_______________
ISIN No. US76115NAE13 (144A); USU76180AC92 (Reg S)
CUSIP No. 76115NAE1 (144A); U76180AC9 (Reg S)

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their successors
under the Indenture hereinafter referred to), for value received promise to pay
to CEDE & CO. or registered assigns, the principal sum of __________ Dollars ($
____________) on December 15, 2009.

     Interest Payment Dates: June 15 and December 15; commencing June 15, 2004.

     Record Dates: June 1 and December 1.

     Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.

----------
* Add Private Placement Legend and, if appropriate, Global Security Legend.

                                       A-1

<PAGE>

     IN WITNESS WHEREOF, the Issuers have caused this Security to be signed
manually or by facsimile by their duly authorized officers.

Dated:


                                        RESOLUTION PERFORMANCE PRODUCTS LLC


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


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


                                        RPP CAPITAL CORPORATION


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


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


                                      A-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

     This is one of the 8% Senior Secured Notes due 2009 described in the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK,
                                         as Trustee


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


                                      A-3

<PAGE>

                              [REVERSE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                         8% Senior Secured Note due 2009

1.   Interest.
     --------

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their respective
successors under the Indenture hereinafter referred to), promise to pay interest
on the principal amount of this Security at the rate per annum shown above. The
Issuers will pay interest semi-annually on June 15 and December 15 of each year
(the "Interest Payment Date"), commencing June 15, 2004. Interest on this
Security will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from and including December 22, 2003. Interest
on this Security will be computed on the basis of a 360-day year of twelve
30-day months.

     The Issuers shall pay interest on overdue principal from time to time on
demand at the rate borne by this Security plus 2% and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.

2.   Method of Payment.
     -----------------

     The Issuers shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date even if the
Securities are canceled on registration of transfer or registration of exchange
(including pursuant to an Exchange Offer (as defined in the Indenture)) after
such Record Date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Issuers shall pay principal, premium, if any and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Issuers may pay principal, premium, if any, and interest by wire transfer of
federal funds, or interest by check payable in such U.S. Legal Tender. The
Issuers may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

3.   Paying Agent and Registrar.
     --------------------------

     Initially, The Bank of New York (the "Trustee") will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

4.   Indenture.
     ---------

     The Issuers issued the Securities under an Indenture, dated as of December
22, 2003 (the "Indenture"), among the Issuers and the Trustee. This Security is
one of a duly authorized issue

                                      A-4

<PAGE>

of Securities of the Issuers designated as their 8% Senior Secured Notes due
2009 (the "Initial Notes"). Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the
"TIA"), as in effect on the date of the Indenture until such time as the
Indenture is qualified under the TIA, and thereafter as in effect on the date on
which the Indenture is qualified under the TIA. Notwithstanding anything to the
contrary herein, the Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and the TIA for a statement of them.
The Securities are general obligations of the Issuers unlimited in amount, of
which an aggregate principal amount of $140,000,000 are being issued on the
Issue Date.

5.   Optional Redemption.
     -------------------

     The Issuers may redeem the Securities, in whole at any time or in part from
time to time, on and after December 15, 2006, upon not less than 30 nor more
than 60 days' notice, at the following redemption prices (expressed as
percentages of the principal amount thereof) if redeemed during the twelve-month
period commencing on December 15 of the years set forth below, plus, in each
case, accrued and unpaid interest thereon, if any, to the date of redemption
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date):

Year                                    Percentage
----                                    ----------
2006                                       104.000%
2007                                       102.000%
2008 and thereafter                        100.000%


6.   Optional Redemption with the Proceeds of Certain Equity Issuances.
     -----------------------------------------------------------------

     At any time prior to December 15, 2006, the Company may redeem up to 35% of
the principal amount of the Securities with the Net Cash Proceeds of one or more
sales of its Qualified Capital Stock or, to the extent the proceeds are
contributed by RPP Inc. to the Company, from one or more sales of Capital Stock
of RPP Inc., at a redemption price (expressed as a percentage of the principal
amount) of 108%, plus accrued and unpaid interest, if any, to the date of
redemption; provided that at least 65% of the aggregate principal amount of
Securities originally issued on the Issue Date remains outstanding after each
such redemption and notice of any such redemption is mailed within 90 days of
such sale of Capital Stock.

7.   Optional Redemption upon Change of Control.
     ------------------------------------------

     At any time prior to December 15, 2006, upon the occurrence of a Change of
Control, the Issuers may redeem the Securities, in whole but not in part, at a
redemption price equal to the principal amount thereof, plus the Applicable
Premium, plus their accrued and unpaid interest, if any, to the date of
redemption (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date). Notice of
redemption of the Securities pursuant to this paragraph shall be mailed to
Holders of the Securities not more than 30 days following the occurrence of a
Change of Control.

                                      A-5

<PAGE>

8.   Notice of Redemption.
     --------------------

     Notice of redemption shall be mailed by first-class mail at least 30 days
but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at such Holder's registered address. Securities in
denominations of $1,000 may be redeemed only in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.

     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount
thereof to be redeemed. A new Security in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the Redemption Date,
interest will cease to accrue on Securities or portions thereof called for
redemption, subject to the provisions of the Indenture.

9.   Security.
     --------

     The Issuers' obligations under the Securities are secured by Note Liens on
the Collateral pursuant to the terms of the Security Documents and the
Intercreditor Agreement. The actions of the Trustee and the Holders of the
Securities secured by such Note Liens and the application of proceeds from the
enforcement of any remedies with respect to such Collateral are limited pursuant
to the terms of the Security Documents and the Intercreditor Agreement.

10.  Change of Control Offer.
     -----------------------

     Upon the occurrence of a Change of Control, the Issuers will be required,
as and to the extent set forth in the Indenture, to offer to purchase all of the
outstanding Securities at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase (subject to the right of Securityholders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided however, that notwithstanding the occurrence of a Change of Control,
the Issuers shall not be obligated to repurchase the Securities pursuant to this
paragraph 10 in the event that the Issuers have exercised their right to redeem
all of the Securities under the terms of paragraph 7 hereof).

11.  Limitation on Asset Sales.
     -------------------------

     The Issuers are, subject to certain conditions, obligated to make an offer
to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain Net Cash
Proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

12.  Registration Rights.
     -------------------

     Pursuant to the Registration Rights Agreement, the Issuers will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Security shall have the right to exchange this Security for the Issuers' 8%
Senior Secured Notes due 2009 (the "Exchange Notes"), which shall have been
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to the Initial Notes. The Holders of the
Initial

                                      A-6

<PAGE>

Notes shall be entitled to receive certain additional interest payments in the
event such exchange offer is not consummated and upon certain other conditions,
all pursuant to and in accordance with the terms of the Registration Rights
Agreement.

13.  Denominations; Transfer; Exchange.
     ---------------------------------

     The Securities are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer of
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities or
portions thereof selected for redemption, except the unredeemed portion of any
security being redeemed in part.

14.  Persons Deemed Owners.
     ---------------------

     The registered Holder of a Security shall be treated as the owner of it for
all purposes.

15.  Unclaimed Funds.
     ---------------

     If funds for the payment of principal, premium, if any, or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Issuers at their request. After that, all liability of the Trustee and
such Paying Agent with respect to such funds shall cease.

16.  Discharge Prior to Redemption or Maturity.
     -----------------------------------------

     The Issuers and any Guarantor may be discharged from their obligations
under the Indenture or the Securities and any Subsidiary Guarantee except for
certain provisions thereof, and may be discharged from obligations to comply
with certain covenants contained in the Indenture and the Securities and any
Subsidiary Guarantee, in each case upon satisfaction of certain conditions
specified in the Indenture.

17.  Amendment; Supplement; Waiver.
     -----------------------------

     Subject to certain exceptions, the Indenture, the Securities, any
Subsidiary Guarantee, the Security Documents and the Intercreditor Agreement may
be amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the
Securities, the Subsidiary Guarantees, if any, and the Security Documents and
the Intercreditor Agreement to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities and any Subsidiary
Guarantee in addition to or in place of certificated Securities or comply with
any requirements of the Commission in connection with the qualification of the
Indenture under the TIA, or make any other change that does not materially
adversely affect the rights of any Holder of a Security.

                                      A-7

<PAGE>

18.  Restrictive Covenants.
     ---------------------

     The Indenture contains certain covenants that, among other things, limit
the ability of the Company and its Restricted Subsidiaries to make restricted
payments, to incur indebtedness, to create liens, to sell assets, to permit
restrictions on dividends and other payments by Restricted Subsidiaries of the
Company to the Company, to consolidate, merge or sell all or substantially all
of its assets or to engage in transactions with affiliates. The limitations are
subject to a number of important qualifications and exceptions. The Company must
annually report to the Trustee on compliance with such limitations.

19.  Defaults and Remedies.
     ---------------------

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture, the Securities or any Subsidiary Guarantee except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture, the
Securities or the Subsidiary Guarantees, if any, unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Securities or any Subsidiary Guarantee then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of Default
if it determines that withholding notice is in their interest.

20.  Trustee Dealings with Issuers.
     -----------------------------

     The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Issuers, their Subsidiaries or their respective Affiliates as if it were not the
Trustee.

21.  No Recourse Against Others.
     --------------------------

     No Affiliate, stockholder, director, officer, employee or limited liability
company member of the Issuers or any of their Subsidiaries shall have any
liability for any obligation of the Issuers under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

22.  Authentication.
     --------------

     This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.

23.  Abbreviations and Defined Terms.
     -------------------------------

     Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT

                                      A-8

<PAGE>

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

24.  Governing Law.
     -------------

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to applicable principles of
conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required thereby.

25.  CUSIP and ISIN Numbers.
     ----------------------

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP and ISIN
numbers to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

26.  Indenture.
     ---------

     Each Holder, by accepting a Security, agrees to be bound by all of the
terms and provisions of the Indenture, the Security Documents and the
Intercreditor Agreement, as each may be amended from time to time.

     The Issuers will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture which has the text of this Security
in larger type. Requests may be made to: Resolution Performance Products LLC,
1600 Smith Street, Houston, TX 77002, Attn: President.

                                      A-9

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________
      (Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
 (Insert Social Security or other identifying number of assignee or transferee)

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


Dated: __________________               Signed: ________________________________
                                                  (Sign exactly as name appears
                                                   on the other side of this
                                                   Security)


Signature Guarantee:                    ________________________________________
                                        Participant in a recognized Signature
                                        Guarantee Medallion Program (or other
                                        signature guarantor program reasonably
                                        acceptable to the Trustee)


     In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) December 22, 2005 the undersigned confirms that it has
not utilized any general solicitation or general advertising in connection with
the transfer and that this Security is being transferred:

                                      A-10

<PAGE>

                                   [Check One]
                                    ---------

(1)   __  to either of the Issuers or a subsidiary thereof; or

(2)   __  pursuant to and in compliance with Rule 144A under the Securities Act;
           or

(3)   __  to an institutional "accredited investor" (as defined in Rule 501(a)
          (1), (2), (3) or (7)under the Securities Act)that has furnished to the
          Trustee a signed letter containing certain representations and
          agreements (the form of which letter can be obtained from the
          Trustee); or

(4)   __  outside the United States to a "foreign person" in compliance with
          Rule 904 of Regulation S under the Securities Act; or

(5)   __  pursuant to the exemption from registration provided by Rule 144 under
          the Securities Act; or

(6)   __  pursuant to an effective registration statement under the Securities
          Act; or

(7)   __  pursuant to another available exemption from the registration
          requirements of the Securities Act;

and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Issuers as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

     [_]  The transferee is an Affiliate of either of the Issuers.

     Unless one of the items is checked, the Trustee will refuse to register any
of the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided that if box (3), (4), (5) or (7) is
checked, the Issuers or the Trustee may require, prior to registering any such
transfer of the Securities, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4))
and other information as the Trustee or the Issuers have reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

                                      A-11

<PAGE>

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.


Dated: __________________               Signed: ________________________________
                                                  (Sign exactly as name appears
                                                   on the other side of this
                                                   Security)


Signature Guarantee:               _____________________________________________


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


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


Dated: ___________________________________________
NOTICE: To be executed by an executive officer

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 4.17 or Section 4.18 of the Indenture, check the appropriate
box:

                        Section 4.17 [ ] Section 4.18 [ ]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.17 or Section 4.18 of the Indenture, state the
amount: $___________


Dated: __________________               Signed: ________________________________
                                                  (Sign exactly as name appears
                                                   on the other side of this
                                                   Security)


Signature Guarantee:               _____________________________________________
                                   Participant in a recognized Signature
                                   Guarantee Medallion Program (or other
                                   signature guarantor program reasonably
                                   acceptable to the Trustee)

                                      A-13

<PAGE>

                                                                       Exhibit B
                                                                       ---------

                            [FORM OF EXCHANGE NOTE]*

                               [FACE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                             8% Senior Secured Note
                                    due 2009

CUSIP No.
ISIN No.
No.___________________________________________________  $_______________________

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their successors
under the Indenture hereinafter referred to), for value received promise to pay
to ______ or registered assigns, the principal sum of _______ Dollars ($______),
on December 15, 2009.

     Interest Payment Dates: June 15 and December 15, commencing June 15, 2004.

     Record Dates: June 1 and December 1.

     Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.

     IN WITNESS WHEREOF, the Issuers have caused this Security to be signed
manually or by facsimile by their duly authorized officers.

Dated:

                                        RESOLUTION PERFORMANCE PRODUCTS LLC


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


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

----------
* Add Global Security Legend, if appropriate.

                                      B-1

<PAGE>

                                        RPP CAPITAL CORPORATION

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

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

                                      B-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

     This is one of the 8% Senior Secured Notes due 2009 described in the
within-mentioned Indenture.


                                        THE BANK OF NEW YORK, as Trustee

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


                                      B-3

<PAGE>

                              [REVERSE OF SECURITY]

                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION

                         8% Senior Secured Note due 2009
1.   Interest.
     --------

     RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company
(the "Company"), and RPP CAPITAL CORPORATION, a Delaware corporation (together
with the Company, the "Issuers," which term includes any of their respective
successors under the Indenture hereinafter referred to), promise to pay interest
on the principal amount of this Security at the rate per annum shown above. The
Company will pay interest semi-annually on June 15 and December 15 of each year
(the "Interest Payment Date"), commencing June 15, 2004. Interest on this
Security will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from and including December 22, 2003. Interest
on this Security will be computed on the basis of a 360-day year of twelve
30-day months.

     The Issuers shall pay interest on overdue principal from time to time on
demand at the rate borne by this Security plus 2% and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.

2.   Method of Payment.
     -----------------

     The Issuers shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date even if the
Securities are canceled on registration of transfer or registration of exchange
after such Record Date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Issuers shall pay principal, premium, if any,
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Issuers may pay principal, premium, if any, and interest by wire transfer of
federal funds, or interest by check payable in such U.S. Legal Tender. The
Issuers may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

3.   Paying Agent and Registrar.
     --------------------------

     Initially, The Bank of New York (the "Trustee") will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. The Issuers or any of their
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

4.   Indenture.
     ---------

     The Issuers issued the Securities under an Indenture, dated as of December
22, 2003 (the "Indenture"), among the Issuers and the Trustee. This Security is
one of a duly authorized issue of Exchange Notes of the Issuers designated as
their 8% Senior Secured Notes due 2009 (the

                                      B-4

<PAGE>

"Exchange Notes"). Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Securities are subject to all such terms, and Holders of Securities
are referred to the Indenture and the TIA for a statement of them. The
Securities are general obligations of the Issuers unlimited in amount, of which
an aggregate principal amount of $140,000,000 were issued on the Issue Date.

5.   Optional Redemption.
     -------------------

     The Issuers may redeem the Securities, in whole at any time or in part from
time to time, on and after December 15, 2006, upon not less than 30 nor more
than 60 days' notice, at the following redemption prices (expressed as
percentages of the principal amount thereof) if redeemed during the twelve-month
period commencing on December 15 of the years set forth below, plus, in each
case, accrued and unpaid interest thereon, if any, to the date of redemption
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date):

Year                                    Percentage
-------------------                     ----------
2006                                       104.000%
2007                                       102.000%
2008 and thereafter                        100.000%

6.   Optional Redemption with the Proceeds of Certain Equity Issuances.
     -----------------------------------------------------------------

     At any time prior to December 15, 2006, the Company may redeem up to 35% of
the principal amount of the Securities with the Net Cash Proceeds of one or more
sales of its Qualified Capital Stock or, to the extent the proceeds are
contributed by RPP Inc. to the Company, from one or more sales of Capital Stock
of RPP Inc., at a redemption price (expressed as a percentage of the principal
amount) of 108%, plus accrued and unpaid interest, if any, to the date of
redemption; provided that at least 65% of the aggregate principal amount of
Securities originally issued on the Issue Date remains outstanding after each
such redemption and notice of any such redemption is mailed within 90 days of
such sale of Capital Stock.

7.   Optional Redemption upon Change of Control.
     ------------------------------------------

     At any time prior to December 15, 2006, upon the occurrence of a Change of
Control, the Issuers may redeem the Securities, in whole but not in part, at a
redemption price equal to the principal amount thereof plus the Applicable
Premium plus accrued and unpaid interest, if any, to the date of redemption
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). Notice of
redemption of the Securities pursuant to this paragraph shall be mailed to
Holders of the Securities not more than 30 days following the occurrence of a
Change of Control.

                                      B-5

<PAGE>

8.   Notice of Redemption.
     --------------------

     Notice of redemption shall be mailed by first-class mail at least 30 days
but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at such Holder's registered address. Securities in
denominations of $1,000 may be redeemed only in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.

     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount
thereof to be redeemed. A new Security in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the Redemption Date,
interest will cease to accrue on Securities or portions thereof called for
redemption, subject to the provisions of the Indenture.

9.   Security.
     --------

     The Issuers' obligations under the Securities are secured by Note Liens on
the Collateral pursuant to the terms of the Security Documents and the
Intercreditor Agreement. The actions of the Trustee and the Holders of the
Securities secured by such Note Liens and the application of proceeds from the
enforcement of any remedies with respect to such Collateral are limited pursuant
to the terms of the Security Documents and the Intercreditor Agreement.

10.  Change of Control Offer.
     -----------------------

     Upon the occurrence of a Change of Control, the Issuers will be required,
as and to the extent set forth in the Indenture, to offer to purchase all of the
outstanding Securities at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase (subject to the right of Securityholders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided however, that notwithstanding the occurrence of a Change of Control,
the Issuers shall not be obligated to repurchase the Securities pursuant to this
paragraph 10 in the event that the Issuers have exercised their right to redeem
all of the Securities under the terms of paragraph 7 hereof).

11.  Limitation on Asset Sales.
     -------------------------

     The Issuers are, subject to certain conditions, obligated to make an offer
to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

12.  Denominations; Transfer; Exchange.
     ---------------------------------

     The Securities are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer of
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture.

                                      B-6

<PAGE>

The Registrar need not register the transfer of or exchange any Securities or
portions thereof selected for redemption, except the unredeemed portion of any
security being redeemed in part.

13.  Persons Deemed Owners.
     ---------------------

     The registered Holder of a Security shall be treated as the owner of it for
all purposes.

14.  Unclaimed Funds.
     ---------------

     If funds for the payment of principal, premium, if any, or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Issuers at their request. After that, all liability of the Trustee and
such Paying Agent with respect to such funds shall cease.

15.  Discharge Prior to Redemption or Maturity.
     -----------------------------------------

     The Issuers and the Subsidiary Guarantors, if any, may be discharged from
their obligations under the Indenture or the Securities and any Subsidiary
Guarantee except for certain provisions thereof, and may be discharged from
obligations to comply with certain covenants contained in the Indenture and the
Securities and any Subsidiary Guarantee, in each case upon satisfaction of
certain conditions specified in the Indenture.

16.  Amendment; Supplement; Waiver.
     -----------------------------

     Subject to certain exceptions, the Indenture, the Securities, any
Subsidiary Guarantee, the Security Documents and the Intercreditor Agreement may
be amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the
Securities, the Subsidiary Guarantees, if any, and the Security Documents and
the Intercreditor Agreement to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities in addition to or in
place of certificated Securities or comply with any requirements of the
Commission in connection with the qualification of the Indenture under the TIA,
or make any other change that does not materially adversely affect the rights of
any Holder of a Security.

17.  Restrictive Covenants.
     ---------------------

     The Indenture contains certain covenants that, among other things, limit
the ability of the Company and its Restricted Subsidiaries to make restricted
payments, to incur indebtedness, to create liens, to sell assets, to permit
restrictions on dividends and other payments by Restricted Subsidiaries of the
Company to the Company, to consolidate, merge or sell all or substantially all
of its assets or to engage in transactions with affiliates. The limitations are
subject to a number of important qualifications and exceptions. The Company must
annually report to the Trustee on compliance with such limitations.

                                      B-7

<PAGE>

18.  Defaults and Remedies.
     ---------------------

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture, the Securities or any Subsidiary Guarantee except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture, the
Securities or the Subsidiary Guarantees, if any, unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Securities then outstanding to direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Holders of Securities
notice of certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.

19.  Trustee Dealings with Issuers.
     -----------------------------

     The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Issuers, their Subsidiaries or their respective Affiliates as if it were not the
Trustee.

20.  No Recourse Against Others.
     --------------------------

     No Affiliate, stockholder, director, officer, employee or limited liability
company member of the Issuers or any of their Subsidiaries shall have any
liability for any obligation of the Issuers under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

21.  Authentication.
     --------------

     This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.

22.  Abbreviations and Defined Terms.
     -------------------------------

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

23.  Governing Law.
     -------------

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to applicable principles of
conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required thereby.

                                      B-8

<PAGE>

24.  CUSIP and ISIN Numbers.
     ----------------------

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP and ISIN
numbers to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

25.  Indenture.
     ---------

     Each Holder, by accepting a Security, agrees to be bound by all of the
terms and provisions of the Indenture, the Security Documents and the
Intercreditor Agreement, as each may be amended from time to time.

     The Issuers will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture which has the text of this Security
in larger type. Requests may be made to: Resolution Performance Products LLC,
1600 Smith Street, Houston, TX 77002 Attn: President.

                                      B-9

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

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


Dated:___________________               Signed: ________________________________
                                                 (Sign exactly as name appears
                                                 on the other side of this
                                                 Security)


Signature Guarantee:
                                        ________________________________________
                                        Participant in a recognized Signature
                                        Guarantee Medallion Program (or other
                                        signature guarantor program reasonably
                                        acceptable to the Trustee)

                                      B-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 4.17 or Section 4.18 of the Indenture, check the appropriate
box:

                        Section 4.17 [ ]  Section 4.18 [ ]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.17 or Section 4.18 of the Indenture, state the
amount: $___________

Dated:___________________               Signed: ________________________________
                                                 (Sign exactly as name appears
                                                 on the other side of this
                                                 Security)


Signature Guarantee:
                                        ________________________________________
                                        Participant in a recognized Signature
                                        Guarantee Medallion Program (or other
                                        signature guarantor program reasonably
                                        acceptable to the Trustee)

                                      B-11

<PAGE>

                                                                       Exhibit C
                                                                       ---------

                            Form of Certificate to be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors
                    -----------------------------------------

                                                              [Date]

Attention:


          Re:  Resolution Performance Products LLC
               RPP Capital Corporation
               8% Senior Secured Notes due 2009
               (the " Securities")
               ------------------------------------

Ladies and Gentlemen:

     In connection with our proposed purchase of the Securities of Resolution
Performance Products LLC and RPP Capital Corporation (the "Issuers"), we confirm
that:

     1.   We have received a copy of the Offering Memorandum (the "Offering
Memorandum"), dated December 17, 2003 relating to the Securities and such other
information as we deem necessary in order to make our investment decision. We
acknowledge that we have read and agreed to the matters stated on pages 1-3 of
the Offering Memorandum and in the section entitled "Transfer Restrictions" of
the Offering Memorandum, including the restrictions on duplication and
circulation of the Offering Memorandum.

     2.   We understand that any subsequent transfer of the Securities is
subject to certain restrictions and conditions set forth in the Indenture
relating to the Securities (as described in the Offering Memorandum) and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Securities except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the "Securities Act").

     3.   We understand that the offer and sale of the Securities have not been
registered under the Securities Act, and that the Securities may not be offered
or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell or otherwise transfer any Securities prior to the
date which is two years after the original issuance of the Securities, and if
such transfer is in respect of any aggregate principal amount of Securities of
less than $100,000, also furnishes an opinion of counsel acceptable to the
Issuers that such transfer complies with the

                                      C-1

<PAGE>

Securities Act, we will do so only (i) to the Issuers or any of their
subsidiaries, (ii) inside the United States in accordance with Rule 144A under
the Securities Act to a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act), (iii) inside the United States to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to the Trustee (as
defined in the Indenture relating to the Securities), a signed letter containing
certain representations and agreements relating to the restrictions on transfer
of the Securities, (iv) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (v) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or
(vi) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing any of the Securities
from us a notice advising such purchaser that resales of the Securities are
restricted as stated herein.

     4.   We understand that, on any proposed resale of any Securities, we will
be required to furnish to the Trustee and the Issuers such certification, legal
opinions and other information as the Trustee and the Issuers may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Securities purchased by us will
bear a legend to the foregoing effect.

     5.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Securities, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investment, as the case may be.

     6.   We are acquiring the Securities purchased by us for our account or for
one or more accounts (each of which is an institutional "accredited investor")
as to each of which we exercise sole investment discretion, and we are acquiring
the Securities not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act.

     You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                        Very truly yours,


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


                                      C-2

<PAGE>

                                                                       Exhibit D
                                                                       ---------

                            Form of Certificate to Be
                          Delivered in Connection with
                       Transfers Pursuant to Regulation S
                       ----------------------------------

The Bank of New York                                          [Date]
101 Barclay Street - 8/th/ Floor West
New York, New York 10286

Attention: Corporate Trust Division


          Re:  Resolution Performance Products LLC
               RPP Capital Corporation
               8% Senior Secured Notes due 2009
               (the "Securities")
               -----------------------------------

     In connection with our proposed sale of $_________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

          (1)  the offer of the Securities was not made to a person in the
     United States;

          (2)  either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated off-shore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     pre-arranged with a buyer in the United States;

          (3)  no directed selling efforts have been made in the United States
     in contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable;

          (4)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

          (5)  we have advised the transferee of the transfer restrictions
     applicable to the Securities.

                                      D-1

<PAGE>

     You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]


                                        By:
                                           -------------------------------------
                                           Authorized Signature


                                      D-2

<PAGE>

                                                                       Exhibit E
                                                                       ---------
                                    GUARANTEE
                                    ---------

     For value received, the undersigned hereby unconditionally guarantees, as
principal obligor and not only as a surety, to the Holder of this Security the
cash payments in United States dollars of principal of, premium, if any, and
interest on this Security in the amounts and at the times when due and interest
on the overdue principal, premium, if any, and interest, if any, of this
Security, if lawful, and the payment or performance of all other obligations of
the Issuers under the Indenture (as defined below) or the Securities, to the
Holder of this Security and the Trustee, all in accordance with and subject to
the terms and limitations of this Security, Article Eleven of the Indenture and
this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in
accordance with Article Eleven of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of any Subsidiary Guarantee shall not
be affected by the fact that it is not affixed to any particular Security.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of December 22, 2003, among
Resolution Performance Products LLC, a Delaware limited liability company ("RPP
LLC" or the "Company"), and RPP Capital Corporation, a Delaware corporation
("RPP Capital" and together with RPP LLC, collectively the "Issuers"), and The
Bank of New York, as trustee (the "Trustee").

     The obligations of the undersigned to the Holders of Securities and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article Eleven of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subsidiary Guarantee and all of the other
provisions of the Indenture to which this Subsidiary Guarantee relates.

     THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. The undersigned Guarantor hereby agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Subsidiary Guarantee.

     This Subsidiary Guarantee is subject to release upon the terms set forth in
the Indenture.

                                      E-1

<PAGE>

     IN WITNESS WHEREOF, each Guarantor has caused its Subsidiary Guarantee to
be duly executed.

                                        GUARANTORS


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


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


                                      E-2