Exhibit 4.1

                                                                  EXECUTION COPY

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                                TEKNI-PLEX, INC.

                     and each of the Guarantors PARTY HERETO

                      8 3/4% SENIOR SECURED NOTES DUE 2013





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                                    INDENTURE

                          Dated as of November 21, 2003

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                                  HSBC Bank USA

                                     Trustee

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                             CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                                   Indenture Section
310(a)(1)................................................           7.10
     (a)(2)..............................................           7.10
     (a)(3)..............................................           N.A.
     (a)(4)..............................................           N.A.
     (a)(5)..............................................           7.10
     (b).................................................           7.10
     (c).................................................           N.A.
311(a)...................................................           7.11
     (b).................................................           7.11
     (c).................................................           N.A.
312(a)...................................................           2.05
     (b).................................................          12.03
     (c).................................................          12.03
313(a)...................................................           7.06
     (b)(1)..............................................          10.04
     (b)(2)..............................................        7.06; 7.07
     (c).................................................    7.06; 10.04;14.02
     (d).................................................           7.06
314(a)...................................................    4.03;14.02; 14.05
     (b).................................................          10.05
     (c)(1)..............................................          14.04
     (c)(2)..............................................          14.04
     (c)(3)..............................................           N.A.
     (d).................................................   10.04, 10.06, 10.07
     (e).................................................          14.05
     (f).................................................           N.A.
315(a)...................................................           7.01
     (b).................................................        7.05,12.02
     (c).................................................           7.01
     (d).................................................           7.01
     (e).................................................           6.11
316(a) (last sentence)...................................           2.09
     (a)(1)(A)...........................................           6.05
     (a)(1)(B)...........................................           6.04
     (a)(2)..............................................           N.A.
     (b).................................................           6.07
     (c).................................................           2.12
317(a)(1)................................................           6.08
     (a)(2)..............................................           6.09
     (b).................................................           2.04
318(a)...................................................          14.01
     (b).................................................           N.A.
     (c).................................................          14.01

N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.



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<TABLE>
<S>            <C>                                                                                         <C>
                                TABLE OF CONTENTS

                                                                                                        Page


                               ARTICLE 1.
                      DEFINITIONS AND INCORPORATION
                              BY REFERENCE

Section 1.01   Definitions.................................................................................1
Section 1.02   Other Definitions..........................................................................23
Section 1.03   Incorporation by Reference of Trust Indenture Act..........................................23
Section 1.04   Rules of Construction......................................................................24

                            ARTICLE 2.
                             THE NOTES

Section 2.01   Form and Dating............................................................................24
Section 2.02   Execution and Authentication...............................................................25
Section 2.03   Registrar and Paying Agent.................................................................26
Section 2.04   Paying Agent to Hold Money in Trust........................................................26
Section 2.05   Holder Lists...............................................................................26
Section 2.06   Transfer and Exchange......................................................................26
Section 2.07   Replacement Notes..........................................................................38
Section 2.08   Outstanding Notes..........................................................................38
Section 2.09   Treasury Notes.............................................................................39
Section 2.10   Temporary Notes............................................................................39
Section 2.11   Cancellation...............................................................................39
Section 2.12   Defaulted Interest.........................................................................39

                            ARTICLE 3.
                     REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee.........................................................................40
Section 3.02   Selection of Notes to Be Redeemed or Purchased.............................................40
Section 3.03   Notice of Redemption.......................................................................40
Section 3.04   Effect of Notice of Redemption.............................................................41
Section 3.05   Deposit of Redemption or Purchase Price....................................................41
Section 3.06   Notes Redeemed or Purchased in Part........................................................42
Section 3.07   Optional Redemption........................................................................42
Section 3.08   Mandatory Redemption.......................................................................43
Section 3.09   Offer to Purchase by Application of Excess Proceeds........................................43

                            ARTICLE 4.
                             COVENANTS

Section 4.01   Payment of Notes...........................................................................44
Section 4.02   Maintenance of Office or Agency............................................................45
Section 4.03   Reports....................................................................................45
Section 4.04   Compliance Certificate.....................................................................46
Section 4.05   Taxes......................................................................................46
Section 4.06   Stay, Extension and Usury Laws.............................................................46
Section 4.07   Restricted Payments........................................................................47
Section 4.08   Dividend and Other Payment Restrictions Affecting Subsidiaries.............................49
Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock.................................51
Section 4.10   Asset Sales................................................................................54


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Section 4.11   Transactions with Affiliates...............................................................56
Section 4.12   Liens......................................................................................57
Section 4.13   Business Activities........................................................................57
Section 4.14   Corporate Existence........................................................................57
Section 4.15   Offer to Repurchase Upon Change of Control.................................................57
Section 4.16   No Amendment of Subordination Provisions in Existing Subordinated Notes....................59
Section 4.17   Limitation on Issuances and Sales of Equity Interest in Restricted Subsidiaries............59
Section 4.18   Payments for Consent.......................................................................59
Section 4.19   Additional Subsidiary Guarantees...........................................................60
Section 4.20   Designation of Restricted and Unrestricted Subsidiaries....................................60
Section 4.21   Collateral.................................................................................60

                            ARTICLE 5.
                            SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets...................................................61
Section 5.02   Successor Corporation Substituted..........................................................62

                            ARTICLE 6.
                       DEFAULTS AND REMEDIES

Section 6.01   Events of Default..........................................................................62
Section 6.02   Acceleration...............................................................................64
Section 6.03   Other Remedies.............................................................................65
Section 6.04   Waiver of Past Defaults....................................................................65
Section 6.05   Control by Majority........................................................................65
Section 6.06   Limitation on Suits........................................................................65
Section 6.07   Rights of Holders of Notes to Receive Payment..............................................66
Section 6.08   Collection Suit by Trustee.................................................................66
Section 6.09   Trustee May File Proofs of Claim...........................................................66
Section 6.10   Priorities.................................................................................67
Section 6.11   Undertaking for Costs......................................................................67

                            ARTICLE 7.
                              TRUSTEE

Section 7.01   Duties of Trustee..........................................................................67
Section 7.02   Rights of Trustee..........................................................................68
Section 7.03   Individual Rights of Trustee...............................................................69
Section 7.04   Trustee"s Disclaimer.......................................................................69
Section 7.05   Notice of Defaults.........................................................................69
Section 7.06   Reports by Trustee to Holders of the Notes.................................................69
Section 7.07   Compensation and Indemnity.................................................................70
Section 7.08   Replacement of Trustee.....................................................................70
Section 7.09   Successor Trustee by Merger, etc...........................................................71
Section 7.10   Eligibility; Disqualification..............................................................71
Section 7.11   Preferential Collection of Claims Against Company..........................................72

                            ARTICLE 8.
              EGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance...................................72
Section 8.02   Legal Defeasance and Discharge.............................................................72
Section 8.03   Covenant Defeasance........................................................................73
Section 8.04   Conditions to Legal or Covenant Defeasance.................................................73


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Section 8.05   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
               Provisions.................................................................................74
Section 8.06   Repayment to Company.......................................................................75
Section 8.07   Reinstatement..............................................................................75

                            ARTICLE 9.
                 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes........................................................75
Section 9.02   With Consent of Holders of Notes...........................................................76
Section 9.03   Compliance with Trust Indenture Act........................................................77
Section 9.04   Revocation and Effect of Consents..........................................................78
Section 9.05   Notation on or Exchange of Notes...........................................................78
Section 9.06   Trustee to Sign Amendments, etc............................................................78

                            ARTICLE 10.
                      COLLATERAL AND SECURITY

Section 10.01  Security Documents.........................................................................78
Section 10.02  Collateral Agent...........................................................................79
Section 10.03  Authorization of Actions to Be Taken.......................................................79
Section 10.04  Release of Note Liens......................................................................80
Section 10.05  Recording and Opinions.....................................................................81
Section 10.06  Certificates of the Company................................................................82
Section 10.07  Certificates of the Trustee................................................................82
Section 10.08  Termination of Security Interest...........................................................82

                            ARTICLE 11.
                       SUBSIDIARY GUARANTEES

Section 11.01  Guarantee..................................................................................82
Section 11.02  Limitation on Guarantor Liability..........................................................83
Section 11.03  Execution and Delivery of Subsidiary Guarantee.............................................84
Section 11.04  Guarantors May Consolidate, etc., on Certain Terms.........................................84
Section 11.05  Releases...................................................................................85

                            ARTICLE 12.
                    satisfaction and discharge

Section 12.01  Satisfaction and Discharge.................................................................85
Section 12.02  Application of Trust Money.................................................................86

                            ARTICLE 13.
                       RANKING OF NOTE LIENS

Section 13.01  Agreement for the Benefit of Holders of Priority Liens.....................................87
Section 13.02  Ranking....................................................................................87
Section 13.03  Collateral Sharing with Additional Notes...................................................87
Section 13.04  Restriction on Enforcement of Note Liens...................................................88
Section 13.05  Insolvency or Liquidation Proceedings......................................................89
Section 13.06  Relative Rights............................................................................91

                            ARTICLE 14.
                           MISCELLANEOUS

Section 14.01  Trust Indenture Act Controls...............................................................91
Section 14.02  Notices....................................................................................91


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Section 14.03  Communication by Holders of Notes with Other Holders of Notes..............................93
Section 14.04  Certificate and Opinion as to Conditions Precedent.........................................93
Section 14.05  Statements Required in Certificate or Opinion..............................................93
Section 14.06  Rules by Trustee and Agents................................................................93
Section 14.07  No Personal Liability of Directors, Officers, Employees and Stockholders...................93
Section 14.08  Governing Law..............................................................................94
Section 14.09  No Adverse Interpretation of Other Agreements..............................................94
Section 14.10  Successors.................................................................................94
Section 14.11  Severability...............................................................................94
Section 14.12  Counterpart Originals......................................................................94
Section 14.13  Table of Contents, Headings, etc...........................................................94
Section 14.14  Waivers under Existing Indenture...........................................................94
</TABLE>

                                EXHIBITS

Exhibit A1    FORM OF NOTE
Exhibit A2    FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B     FORM CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF SUBSIDIARY GUARANTEE


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         INDENTURE dated as of November 21, 2003 among Tekni-Plex, Inc., a
Delaware corporation (the "Company"), the Guarantors (as defined) and HSBC Bank
USA, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 8 3/4% Senior Secured Notes due 2013 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Debt" means, with respect to any specified Person:

                  (1) Indebtedness of any other Person existing at the time such
         other Person is merged with or into or became a Restricted Subsidiary
         of such specified Person, whether or not such Indebtedness is incurred
         in connection with, or in contemplation of, such other Person merging
         with or into, or becoming a Restricted Subsidiary of, such specified
         Person; and

                  (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

         "Additional Notes" means additional Notes (other than the Initial
Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09
hereof, as part of the same series as the Initial Notes.

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

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

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

         "Asset Sale" means:

                  (1) the sale, lease, conveyance or other disposition of any
         assets or rights of the Company or any Restricted Subsidiary; provided
         that the sale, conveyance or other disposition of all or substantially
         all of the assets of the Company and its Restricted Subsidiaries taken
         as a whole will be governed by the provisions of Section 4.15 and/or
         the provisions of Section 5.01 hereof; and


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                  (2) the issuance of Equity Interests in any of the Company's
         Restricted Subsidiaries other than directors' qualifying shares or the
         sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be
an Asset Sale:

                (1) any single transaction or series of related transactions
        that involves assets having a Fair Market Value of less than $5.0
        million;

                (2) a transfer of assets between or among the Company and its
        Restricted Subsidiaries,

                (3) an issuance of Equity Interests by a Restricted Subsidiary
        of the Company to the Company or to a Restricted Subsidiary of the
        Company;

                (4) the sale or lease of products, services or accounts
        receivable in the ordinary course of business and any sale or other
        disposition of damaged, worn-out or obsolete assets in the ordinary
        course of business;

                (5) the sale or other disposition of cash or Cash Equivalents;

                (6) a Restricted Payment that does not violate Section 4.07
        hereof or a Permitted Investment;

                (7) the grant in the ordinary course of business of any
        non-exclusive license of patents, trademarks, registrations therefor
        and other similar intellectual property; and

                (8) any Lien (or foreclosure thereon) securing Indebtedness to
        the extent such Lien was granted in compliance with Section 4.12
        hereof.

        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state 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. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

                (1) with respect to a corporation, the board of directors of
        the corporation or any committee thereof duly authorized to act on
        behalf of such board;

                (2) with respect to a partnership, the Board of Directors of
        the general partner of the partnership;

                (3) with respect to a limited liability company, the managing
        member or members or any controlling committee of managing members
        thereof; and

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

        "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

        "Business Day" means any day other than a Legal Holiday.


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        "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP, and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.

        "Capital Stock" means:

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

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

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

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

        "Cash Equivalents" means:

                (1) securities issued or directly and fully guaranteed or
        insured by the United States or any agency or instrumentality thereof
        (provided that the full faith and credit of the United States is
        pledged in support thereof) having maturities of not more than one year
        from the date of acquisition;

                (2) dollar denominated time deposits and certificates of
        deposit of any commercial bank having, or which is the principal
        banking subsidiary of a bank holding company having, a long-term
        unsecured debt rating of at least "A" or the equivalent thereof from
        S&P or "A2" or the equivalent thereof from Moody's with maturities of
        not more than one year from the date of acquisition;

                (3) repurchase obligations for underlying securities of the
        types described in clause (1) above entered into with any bank meeting
        the qualifications specified in clause (2) above;

                (4) commercial paper issued by any Person incorporated in the
        United States rated at least A-1 or the equivalent thereof by S&P or at
        least P-1 or the equivalent thereof by Moody's and in each case
        maturing not more than one year after the date of acquisition;

                (5) marketable direct obligations issued by the District of
        Columbia or any State of the United States or any political subdivision
        of any such State or any public instrumentality thereof maturing within
        one year from the date of acquisition and, at the time of acquisition,
        having one of the two highest ratings obtainable from either S&P or
        Moody's;

                (6) investments in money market funds substantially all of
        whose assets are comprised of Cash Equivalents of the types described
        in clauses (1) through (5) above; and

                (7) in the case of Investments by foreign Subsidiaries, other
        short-term investments in accordance with normal investment practices
        for cash management of a type analogous to the foregoing.


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

                (1) any person or persons acting together that would
        constitute a group (for purposes of Section 13(d) of the Exchange Act,
        or any successor provision thereto) (a "group"), together with any
        affiliates or related persons thereof, other than any such person,
        persons, affiliates or related person who are Permitted Holders, shall
        Beneficially Own, directly or indirectly, at least (a) 50% of the
        voting power of the Company's outstanding voting stock or (b) 40% of
        the voting power of the Company's outstanding voting stock and in the
        case of clause (b) the Permitted Holders own less than such person or
        group (in doing the "own less than" comparison in this clause (b), the
        holdings of the Permitted Holders who are members of the new group
        shall not be counted in the shares held in the aggregate by Permitted
        Holders); provided that in no event shall a "governance change," within
        the meaning of the amended and restated limited liability company
        agreement of Tekni-Plex Partners and the limited liability company
        agreement of MST/TP Partners, in each case as in effect on June 21,
        2000, be deemed to be a Change of Control hereunder;

                (2) any sale, lease or other transfer (in one transaction or a
        series of related transactions) is made by the Company or any
        Restricted Subsidiaries of all or substantially all of the consolidated
        assets of the Company and the Restricted Subsidiaries to any person;

                (3) the Company consolidates with or merges with or into
        another person or any person consolidates with, or mergers with or
        into, the Company, in any such event pursuant to a transaction in which
        immediately after the consummation thereof persons owning a majority of
        the Company's voting stock voting immediately prior to such
        consummation shall cease to own a majority of the Company's voting
        stock, or, if the Company is not the surviving entity, a majority of
        the voting stock of such surviving entity;

                (4) continuing directors cease to constitute at least a majority
        of the board of directors of the Company; or

                (5) the Company's stockholders approve any plan or proposal for
        the Company's liquidation or dissolution.

In no event would the sale of the Company's common stock to an underwriter or
group of underwriters in privity of contract with the Company (or anybody in
privity of contact with such underwriters) be deemed to be a Change of Control
or be deemed the acquisition of more than 40% of the voting power of the
Company's outstanding voting stock by a person or any group unless such common
stock is held in an investment account in which case the investment account
would be treated without giving effect to the foregoing part of this sentence.

        "Clearstream" means Clearstream Banking, S.A., a limited liability
company (la societe anonyme) organized under Luxemberg law.

        "Collateral" includes, but is not limited to, the following property of
the Company and the Guarantors (whether now owned or existing or acquired or
arising after the date of this Indenture):

                (1) all of the stock and equity interests of the Company's
        Domestic Subsidiaries and 65% of the Capital Stock and equity interests
        of certain of the Company's Foreign Subsidiaries;

                (2) all accounts, inventory, general intangibles, equipment and
        insurance policies;

                (3) all documents of title covering, evidencing or representing
        goods;


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                (4) all instruments and chattel paper;

                (5) commercial tort claims;

                (6) certain real property;

                (7) rights under certain railcar leases;

                (8) patents, trademarks, copyrights and other intellectual
        property;

                (9) all letter of credit rights;

                (10) all supporting obligations;

                (11) certain deposit accounts; and

                (12) all proceeds of, and all other profits, products, rents
        or receipts, arising from the collection, sale, lease, exchange,
        assignment, licensing or other disposition or realization upon the
        Collateral described in (1) through (11) above.

        "Company" means the party named as such in the preamble to this
Indenture, and any and all successors thereto.

        "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

                (1) an amount equal to any extraordinary loss plus any net
        loss realized by such Person or any of its Restricted Subsidiaries in
        connection with an Asset Sale, to the extent such losses were deducted
        in computing such Consolidated Net Income; plus

                (2) provision for taxes based on income or profits of such
        Person and its Restricted Subsidiaries for such period, to the extent
        that such provision for taxes was deducted in computing such
        Consolidated Net Income; plus

                (3) the Fixed Charges of such Person and its Restricted
        Subsidiaries for such period, to the extent that such Fixed Charges
        were deducted in computing such Consolidated Net Income; plus

                (4) depreciation and amortization (including amortization of
        intangibles but excluding amortization of prepaid cash expenses that
        were paid in a prior period) of such Person and its Restricted
        Subsidiaries for such period to the extent that such depreciation and
        amortization expenses were deducted in computing such Consolidated Net
        Income; plus

                (5) non-cash items to the extent deducted from Consolidated
        Net Income for such period, other than any non-cash charges that
        represent accruals of, or reserves for, cash disbursements to be made
        in any future accounting period;

in each case, on a consolidated basis and determined in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:


                                       5

<PAGE>



                (1) the Net Income (but not loss) of any Person that is not a
        Restricted Subsidiary or that is accounted for by the equity method of
        accounting will be included only to the extent of the amount of
        dividends or similar distributions paid in cash to the specified Person
        or a Restricted Subsidiary of the Person;

                (2) the Net Income of any Restricted Subsidiary will be
        excluded to the extent that the declaration or payment of dividends or
        similar distributions by that Restricted Subsidiary of that Net Income
        is not at the date of determination permitted without any prior
        governmental approval (that has not been obtained) or, directly or
        indirectly, by operation of the terms of its charter or any agreement,
        instrument, judgment, decree, order, statute, rule or governmental
        regulation applicable to that Restricted Subsidiary or its
        stockholders;

                (3) the cumulative effect of a change in accounting principles
        will be excluded; and

                (4) non cash gains and losses due solely to fluctuations in
        currency values will be excluded.

        "Consolidated Net Worth" means, with respect to any specified Person as
of any date, the sum of:

                (1) the consolidated equity of the common stockholders of such
        Person and its consolidated Subsidiaries as of such date; plus

                (2) the respective amounts reported on such Person's balance
        sheet as of such date with respect to any series of preferred stock
        (other than Disqualified Stock) that by its terms is not entitled to
        the payment of dividends unless such dividends may be declared and paid
        only out of net earnings in respect of the year of such declaration and
        payment, but only to the extent of any cash received by such Person
        upon issuance of such preferred stock.

        "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

                (1) was a member of such Board of Directors on the date of this
        Indenture; or

                (2) was nominated for election or elected to such Board of
        Directors with the approval of a majority of the Continuing Directors
        who were members of such Board at the time of such nomination or
        election.

        "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 14.02 hereof or such other address as to which the
Trustee may give notice to the Company.

        "Credit Agreement" means that certain Credit Agreement, dated as of
June 21, 2000, by and among the Company, the Guarantor parties thereto, the
Lender parties thereto, the LC Issuing Banks referred to therein (each as
therein defined), and JP Morgan Chase Bank, as agent, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, restated, modified,
increased, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time, including any
agreement increasing the amount of indebtedness incurred thereunder or available
to be borrowed thereunder, provided that on the date of that Indebtedness is
incurred it would not be prohibited by Section 4.09(b)(1) hereof.


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<PAGE>



        "Credit Agreement Agent" means, at any time, the Person serving at such
time as the "Agent" or "Administrative Agent" under the Credit Agreement or any
other representative of the Lenders then most recently designated by the
Majority Lenders, in a written notice delivered to the Trustee, as the Credit
Agreement Agent for the purposes of this Indenture.

        "Credit Bid Rights" means, in respect of any order relating to a sale
of assets in any solvency or liquidation proceeding, that:

                (1) such order grants the Holders of Notes (individually and
        in any combination) the right to bid at the sale of such assets and the
        right to offset such Holders' claims secured by Note Liens upon such
        assets against the purchase price of such assets if:

                        (a) the bid of such Holders is the highest bid or
                otherwise determined by a court to be the best offer at a
                sale; and

                        (b) the bid of such Holders includes a cash purchase
                price component payable at the closing of the sale in an
                amount that would be sufficient on the date of the closing of
                the sale, if such amount were applied to such payment on such
                date, to pay all unpaid Priority Lien Obligations (except
                Unasserted Contingent Obligations) and to satisfy all liens
                entitled to priority over the Priority Liens that attach to
                the proceeds of the sale, and such order requires such amount
                to be so applied; and

                (2) such order allows the claims of the Holders of Notes in
        such insolvency or liquidation proceeding to the extent required for
        the grant of such rights.

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

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

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

        "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

        "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

        "Discharge of Priority Lien Obligations" means termination of all
commitments to extend credit that would constitute Priority Lien Debt, payment
in full in cash of the principal of and interest and



                                       7

<PAGE>


premium (if any) on all Priority Lien Debt (except undrawn letters of credit),
discharge or cash collateralization (in compliance with the relevant Priority
Lien Documents) of all letters of credit outstanding under any Priority Lien
Debt or Hedging Obligations constituting Priority Lien Debt, and payment in full
in cash of all other Priority Lien Obligations (except Unasserted Contingent
Obligations) that are outstanding and unpaid at the time the Priority Lien Debt
is paid in full in cash.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof. Provided further, that if the
Capital Stock is issued to any plan for the benefit of employees of the Company
or its subsidiaries or by any such plan to those employees, that Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations. The amount of Disqualified Stock deemed to be
outstanding at any time will be the maximum amount that the Company and its
Restricted Subsidiaries may become obligated to pay upon the maturity of, or
pursuant to any mandatory redemption provisions of, such Disqualified Stock,
exclusive of accrued dividends.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

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

        "Equity Offerings" means one or more public or private offerings of
Equity Interests (other than Disqualified Stock) of the Company or cash capital
contributions received by the Company in respect of such Equity Interests (other
than Disqualified Stock).

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

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

        "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

        "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

        "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

        "Existing Indebtedness" means up to $320.8 million in aggregate
principal amount of Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the date of this
Indenture, until such amounts are repaid. The $320.8 million of Existing


                                       8

<PAGE>



Indebtedness includes $315.0 million in aggregate principal amount of the
Company's existing 12 3/4% Senior Subordinated Notes due 2010.

        "Fair Market Value" means the value that would be paid by a willing
buyer to an unaffiliated willing seller, determined in good faith by the Board
of Directors of the Company (unless otherwise provided hereunder).

        "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems preferred stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated and on
or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio will be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

                (1) acquisitions that have been made by the specified Person
        or any of its Restricted Subsidiaries, including through mergers or
        consolidations, or any Person or any of its Restricted Subsidiaries
        acquired by the specified Person or any of its Restricted Subsidiaries,
        and including any related financing transactions and including
        increases in ownership of Restricted Subsidiaries, during the
        four-quarter reference period or subsequent to such reference period
        and on or prior to the Calculation Date will be given pro forma effect
        (such calculations will be done in accordance with Regulation S-X under
        the Securities Act or any successor provision and may include
        reasonable ascertainable cost savings) as if they had occurred on the
        first day of the four-quarter reference period;

                (2) the Consolidated Cash Flow attributable to discontinued
        operations, as determined in accordance with GAAP, and operations or
        businesses (and ownership interests therein) disposed of prior to the
        Calculation Date, will be excluded;

                (3) the Fixed Charges attributable to discontinued operations,
        as determined in accordance with GAAP, and operations or businesses
        (and ownership interests therein) disposed of prior to the Calculation
        Date, will be excluded, but only to the extent that the obligations
        giving rise to such Fixed Charges will not be obligations of the
        specified Person or any of its Restricted Subsidiaries following the
        Calculation Date;

                (4) any Person that is a Restricted Subsidiary on the
        Calculation Date will be deemed to have been a Restricted Subsidiary at
        all times during such four-quarter period;

                (5) any Person that is not a Restricted Subsidiary on the
        Calculation Date will be deemed not to have been a Restricted
        Subsidiary at any time during such four-quarter period; and

                (6) if any Indebtedness bears a floating rate of interest, the
        interest expense on such Indebtedness will be calculated as if the rate
        in effect on the Calculation Date had been the applicable rate for the
        entire period (taking into account any Hedging Obligation applicable to


                                       9

<PAGE>



        such Indebtedness if such Hedging Obligation has a remaining term until
        the earlier of the maturity of such Indebtedness or as at the
        Calculation Date in excess of 12 months).

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

                (1) the consolidated interest expense of such Person and its
        Restricted Subsidiaries for such period, whether paid or accrued,
        including, without limitation, amortization of debt issuance costs and
        original issue discount, non-cash interest payments, the interest
        component of any deferred payment obligations, the interest component
        of all payments associated with Capital Lease Obligations, imputed
        interest with respect to Attributable Debt, commissions, discounts and
        other fees and charges incurred in respect of letter of credit or
        bankers' acceptance financings, and net of the effect of all payments
        made or received pursuant to Hedging Obligations in respect of interest
        rates; plus

                (2) the consolidated interest of such Person and its
        Restricted Subsidiaries that was capitalized during such period to the
        extent the net income of such Restricted Subsidiary is included in the
        calculation of Net Income; plus

                (3) any interest accruing on Indebtedness of another Person
        that is Guaranteed by such Person or one of its Restricted Subsidiaries
        or secured by a Lien on assets of such Person or one of its Restricted
        Subsidiaries, whether or not such Guarantee or Lien is called upon;
        plus

                (4) the product of (a) all dividends, whether paid or accrued
        and whether or not in cash, on any series of preferred stock of such
        Person or any of its Restricted Subsidiaries, other than dividends on
        Equity Interests payable solely in Equity Interests of the Company
        (other than Disqualified Stock) or to the Company or a Restricted
        Subsidiary of the Company, times (b) a fraction, the numerator of which
        is one and the denominator of which is one minus the then current
        combined federal, state and local statutory tax rate of such Person,
        expressed as a decimal, in each case, on a consolidated basis and in
        accordance with GAAP.

        "Foreign Subsidiary" means any Restricted Subsidiary that is not a
Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

        "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

        "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

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


                                       10

<PAGE>



        "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

        "Guarantors" means:

                (1) all of the Company's Domestic Subsidiaries with the
        exception of Coast Recycling North, Inc., and Pure Tech Recycling of
        California, Pure Tech APR, Inc. and Alumet Smelting Corporation; and

                (2) any other subsidiary that executes a Subsidiary Guarantee
        in accordance with the provisions of this Indenture;

and their respective successors and assigns.

        "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

                (1) interest rate swap agreements (whether from fixed to
        floating or from floating to fixed), interest rate cap agreements and
        interest rate collar agreements;

                (2) other agreements or arrangements designed to manage
        interest rates or interest rate risk; and

                (3) other agreements or arrangements designed to protect such
        Person against fluctuations in currency exchange rates or commodity
        prices or the prices of other raw materials used in their business

        "Holder" means a Person in whose name a Note is registered.

        "IAI Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors

        "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

                (1) in respect of borrowed money;

                (2) evidenced by bonds, notes, debentures or similar
        instruments or letters of credit (or reimbursement agreements in respect
        thereof);

                (3) in respect of banker's acceptances;

                (4) representing Capital Lease Obligations in respect of sale
        and leaseback transactions;


                                       11

<PAGE>



                (5) representing the balance deferred and unpaid of the
        purchase price of any property or services due more than six months
        after such property is acquired or such services are completed; or

                (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person.

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

        "Indirect Participant" means a Person who holds a beneficial interest in
a Global Note through a Participant.

        "Initial Notes" means the first $275,000,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof.

        "Initial Purchasers" means Lehman Brothers Inc. and Citigroup Global
Markets Inc.

        "Insolvency or Liquidation Proceeding" means:

                (1) any case commenced by or against the Company or any other
        Obligor under any Bankruptcy Law, any other proceeding for the
        reorganization, recapitalization or adjustment or marshalling of the
        assets or liabilities of the Company or any other Obligor, any
        receivership or assignment for the benefit of creditors relating to the
        Company or any other Obligor or any similar case or proceeding relative
        to the Company or any other Obligor or its creditors, as such, in each
        case whether or not voluntary;

                (2) any liquidation, dissolution, marshalling of assets or
        liabilities or other winding up of or relating to the Company or any
        other Obligor, in each case whether or not voluntary and whether or not
        involving bankruptcy or insolvency; or

                (3) any other proceeding of any type or nature in which
        substantially all claims of creditors of the Company or any other
        Obligor are determined and any payment or distribution is or may be made
        on account of such claims.

        "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

        "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a


                                       12

<PAGE>


Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the Fair Market Value of
the Company's Investments in such Subsidiary that were not sold or disposed of
in an amount determined as provided in Section 4.07(b) hereof. The acquisition
by the Company or any Subsidiary of the Company of a Person that holds an
Investment in a third Person will be deemed to be an Investment by the Company
or such Subsidiary in such third Person in an amount equal to the Fair Market
Value of the Investments held by the acquired Person in such third Person in an
amount determined as provided in Section 4.07(b) hereof. Except as otherwise
provided in this Indenture, the amount of an Investment will be determined at
the time the Investment is made and without giving effect to subsequent changes
in value.

        "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

        "Lenders" means, at any time, the parties to the Credit Agreement then
holding (or committed to provide) loans, letters of credit or other extensions
of credit that constitute (or when provided will constitute) Priority Lien Debt
outstanding under the Credit Agreement.

        "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Liquidated Damages" means all Liquidated Damages then owing pursuant
to the Registration Rights Agreement.

        "Majority Lenders" means, at any time, Lenders then holding or
committed to provide at least a majority in principal amount of the aggregate
loans, letters of credit and other extensions of credit outstanding or committed
under the Credit Agreement.

        "Moody's" means Moody's Investors Service, Inc.

        "Mortgages" means any mortgages, deeds of trust, or deeds to secure
debt, as applicable, with respect to each parcel of owned real property of the
Company and the Guarantors.

        "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

                (1) any gain (but not loss), together with any related
        provision for taxes on such gain (but not loss), realized in connection
        with: (a) any Asset Sale; or (b) the disposition of any securities by
        such Person or any of its Restricted Subsidiaries or the extinguishment
        of any Indebtedness of such Person or any of its Restricted
        Subsidiaries; and


                                       13

<PAGE>



                (2) any extraordinary gain (or loss), together with any
        related provision for taxes on such extraordinary gain (or loss).

        "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

        "Non-Recourse Debt" means Indebtedness:

                (1) as to which neither the Company nor any of its Restricted
        Subsidiaries (a) provides credit support of any kind (including any
        undertaking, agreement or instrument that would constitute
        Indebtedness), (b) is directly or indirectly liable as a guarantor or
        otherwise, or (c) constitutes the lender;

                (2) no default with respect to which (including any rights
        that the holders of the Indebtedness may have to take enforcement
        action against an Unrestricted Subsidiary) would permit upon notice,
        lapse of time or both any holder of any other Indebtedness of the
        Company or any of its Restricted Subsidiaries to declare a default on
        such other Indebtedness or cause the payment of the Indebtedness to be
        accelerated or payable prior to its Stated Maturity; and

                (3) as to which the lenders have been notified in writing that
        they will not have any recourse to the stock or assets of the Company
        or any of its Restricted Subsidiaries.

        "Non-U.S. Person" means a Person who is not a U.S. Person.

        "Note Lien" means, to the extent securing Note Obligations, a Lien
granted pursuant to a Security Document as security for Note Obligations.

        "Note Obligations" means the Notes, the Subsidiary Guarantees and all
other Obligations of any Obligor under this Indenture, the Notes, the Subsidiary
Guarantees and the Security Documents.

        "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

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

        "Obligor" means a Person obligated as an issuer or guarantor of the
Notes.

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


                                       14

<PAGE>


        "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 14.05 hereof.

        "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
14.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

        "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

        "Permitted Business" means (1) the manufacturing and distributing of
packaging products and materials, plastics products and materials, specialty
chemicals and other disposable products and tubing products and (2) any business
or activity reasonably related or ancillary thereto.

        "Permitted Holder" means (1) Dr. F. Patrick Smith, Kenneth W.R. Baker
and (a) entities controlled by such Persons, (b) trusts for the benefit of such
individual Persons or the spouses, issue, parents or other relatives of such
individual Persons and (c) in the event of the death of any such individual
Person, heirs or testamentary legatees of such Person; and (2) Tekni-Plex
Partners LLC and entities controlled by such Person. For purposes of this
definition, "control," as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

        "Permitted Investments" means:

                (1) any Investment in the Company or in a Restricted Subsidiary
        of the Company;

                (2) any Investment in Cash Equivalents;

                (3) any Investment by the Company or any Restricted Subsidiary
        of the Company in a Person, if as a result of such Investment:

                        (a) such Person becomes a Restricted Subsidiary of the
                Company; or

                        (b) such Person is merged, consolidated or
                amalgamated with or into, or transfers or conveys
                substantially all of its assets to, or is liquidated into, the
                Company or a Restricted Subsidiary of the Company;

                (4) any Investment made as a result of the receipt of
        consideration from an Asset Sale that was made pursuant to and in
        compliance with Section 4.10 hereof;

                (5) any acquisition of assets or Capital Stock (other than
        Disqualified Stock) solely in exchange for the issuance of Equity
        Interests (other than Disqualified Stock) of the Company;

                (6) any Investments received in compromise or resolution of
        (A) obligations of any person or customers that were incurred in the
        ordinary course of business of the Company or any of its Restricted
        Subsidiaries, including pursuant to any plan of reorganization or
        similar


                                       15

<PAGE>



        arrangement upon the bankruptcy or insolvency of such person; or (B)
        litigation, arbitration or other disputes with Persons who are not
        Affiliates;

                (7) Investments represented by Hedging Obligations;

                (8) loans or advances to employees made in the ordinary course
        of business of the Company or the Restricted Subsidiary of the Company;

                (9) repurchases of the Notes;

                (10) other Investments in any Person other than an Affiliate
        of the Company having an aggregate Fair Market Value (measured on the
        date each such Investment was made and without giving effect to
        subsequent changes in value), when taken together with all other
        Investments made pursuant to this clause (10) that are at the time
        outstanding not to exceed $20.0 million;

                (11) endorsements for collection or deposit in the ordinary
        course of business by such Person of bank drafts and similar negotiable
        instruments of such other Person received as payment for ordinary
        course of business trade receivable; and

                (12) receivables and prepaid expenses, in each case arising in
        the ordinary course of business; provided, however that such
        receivables and prepaid expenses would be recorded as assets of such
        Person in accordance with GAAP.

        "Permitted Liens" means:

                (1) Note Liens;

                (2) Priority Liens;

                (3) Liens in favor of the Company or the Guarantors;

                (4) Liens on property of a Person existing at the time such
        Person is merged with or into or consolidated with the Company or any
        Subsidiary of the Company; provided that such Liens were in existence
        prior to the contemplation of such merger or consolidation and do not
        extend to any assets other than those of the Person merged into or
        consolidated with the Company or the Subsidiary;

                (5) Liens on property (including Capital Stock) existing at
        the time of acquisition of the property, including by way of merger,
        consolidation or otherwise, by the Company or any Subsidiary of the
        Company; provided that such Liens were in existence prior to, such
        acquisition, and not incurred in contemplation of, such acquisition and
        do not extend to any assets other than those of the Person merged into
        or consolidated with the Company or the Subsidiary;

                (6) Liens to secure the performance of statutory obligations
        (including obligations under workers compensation, unemployment
        insurance or similar legislation), surety or appeal bonds, performance
        bonds or other obligations of a like nature incurred in the ordinary
        course of business;

                (7) Liens existing on the date of this Indenture;


                                       16

<PAGE>



                (8) Liens for taxes, assessments or governmental charges or
        claims that are not yet delinquent or that are being contested in good
        faith by appropriate proceedings promptly instituted and diligently
        concluded; provided that any reserve or other appropriate provision as
        is required in conformity with GAAP has been made therefor;

                (9) Liens imposed by law, such as carriers', warehousemen's,
        landlord's and mechanics' Liens, in each case, incurred in the ordinary
        course of business;

                (10) survey exceptions, easements or reservations of, or
        rights of others for, licenses, rights-of-way, sewers, electric lines,
        telegraph and telephone lines and other similar purposes, or zoning or
        other restrictions as to the use of real property that were not
        incurred in connection with Indebtedness and that do not in the
        aggregate materially adversely affect the value of said properties or
        materially impair their use in the operation of the business of such
        Person;

                (11) Liens created for the benefit of (or to secure) the Notes
        (or the Subsidiary Guarantees);

                (12) Liens to secure any Permitted Refinancing Indebtedness
        permitted to be incurred under this Indenture; provided, however, that:

                        (A) the new Lien shall be limited to all or part of
                the same property and assets that secured or, under the
                written agreements pursuant to which the original Lien arose,
                could secure the original Lien (plus improvements and
                accessions to, such property or proceeds or distributions
                thereof); and

                        (B) the Indebtedness secured by the new Lien is not
                increased to any amount greater than the sum of (1) the
                outstanding principal amount or, if greater, committed amount,
                of the Permitted Referencing Indebtedness and (2) an amount
                necessary to pay any fees and expenses, including premiums,
                related to such refinancings, refunding, extension, renewal or
                replacement;

                (13) Liens in favor of the Trustee as provided for herein on
        money or property held or collected by the Trustee in its capacity as
        Trustee;

                (14) Liens arising pursuant to an order of attachment,
        distraint or similar legal process arising in connection with legal
        proceedings not giving rise to an Event of Default hereunder;

                (15) Liens incurred in the ordinary course of business of the
        Company or any Subsidiary of the Company with respect to obligations
        that do not exceed $5.0 million at any one time outstanding; and

                (16) Liens in favor of the Trustee as provided in the
        indenture governing the Subordinated Notes, as supplemented, on money
        or property held or collected by the Trustee in its capacity as
        Trustee.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to refund, refinance, replace, defease or discharge
other Indebtedness of the Company or any of its Restricted Subsidiaries (other
than intercompany Indebtedness); provided that:


                                       17

<PAGE>



                (1) the principal amount (or accreted value, if applicable) of
        such Permitted Refinancing Indebtedness does not exceed the principal
        amount (or accreted value, if applicable) of the Indebtedness extended,
        refinanced, renewed, replaced, defeased or refunded (plus all accrued
        interest on the Indebtedness and the amount of all expenses and
        premiums incurred in connection therewith);

                (2) such Permitted Refinancing Indebtedness has a final
        maturity date later than the final maturity date of, and has a Weighted
        Average Life to Maturity equal to or greater than the Weighted Average
        Life to Maturity of, the Indebtedness being extended, refinanced,
        renewed, replaced, defeased or refunded;

                (3) if the Indebtedness being extended, refinanced, renewed,
        replaced, defeased or refunded is subordinated in right of payment to
        the Notes, such Permitted Refinancing Indebtedness has a final maturity
        date later than the final maturity date of, and is subordinated in
        right of payment to, the Notes on terms at least as favorable to the
        Holders of Notes as those contained in the documentation governing the
        Indebtedness being extended, refinanced, renewed, replaced, defeased or
        refunded; and

                (4) such Indebtedness is incurred either by the Company or by
        the Restricted Subsidiary who is the obligor on the Indebtedness being
        extended, refinanced, renewed, replaced, defeased or refunded or any
        other Restricted Subsidiary.

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

        "Priority Lien" means, to the extent securing Priority Lien
Obligations, a Lien granted to any holder, or representative of holders, of
Priority Lien Obligations as security for Priority Lien Obligations.

        "Priority Lien Agent" means the Credit Agreement Agent or, after the
Credit Agreement and all commitments to extend credit thereunder have been
terminated, all letters of credit (if any) issued under the Credit Agreement
have been discharged or cash collateralized in accordance with the terms
thereof, and all Priority Lien Obligations (except Unasserted Contingent
Obligations) outstanding under the Credit Agreement have been paid in full in
cash, a single representative of all holders of Priority Liens most recently
designated by the Company in an officer's certificate delivered to the Trustee
or the successor of such representative in its capacity as such.

        "Priority Lien Debt" means:

                (1) the principal of and interest (including interest accruing
        on or after the filing of any petition in bankruptcy or for
        reorganization, only to the extent a claim for post-petition interest
        is allowed in any case under the Bankruptcy Code) on Indebtedness under
        the Credit Agreement to the extent which, when advanced (or, in the
        case of any reimbursement obligation for a letter of credit issued
        under the Credit Agreement, when such letter of credit was issued),
        either (a) was permitted to be incurred by clause (1) or clause (14) of
        the definition of "Permitted Debt" or (b) was advanced (or, in the case
        of any such reimbursement obligation, relates to a letter of credit
        that was issued) upon delivery to the Trustee and the Credit Agreement
        Agent of an officer's certificate to the effect that such Indebtedness
        was permitted to be incurred by clause (1) or clause (14) of the
        definition of "Permitted Debt", including without limitation any such
        Indebtedness incurred in any insolvency or liquidation proceeding to
        the extent permitted by clause (1) or clause (14) of the definition of
        "Permitted Debt;"


                                       18

<PAGE>



                (2) Hedging Obligations permitted to be incurred by clause (8)
        of the definition of "Permitted Debt" that are equally and ratably
        secured by any and all Liens securing Indebtedness outstanding under
        the Credit Agreement; and

                (3) the principal of and interest (including interest accruing
        on or after the filing of any petition in bankruptcy or for
        reorganization, only to the extent a claim for post-petition interest
        is allowed in such any case under the Bankruptcy Code) on Indebtedness
        under any Credit Facility other than the Credit Agreement to the extent
        such Indebtedness was permitted to be incurred by clause (1) or clause
        (14) of the definition of "Permitted Debt" but only if on or before the
        day on which such Indebtedness was incurred by the Company or any of
        its Restricted Subsidiaries such Indebtedness is designated by the
        Company, in an officer's certificate delivered to the Trustee and the
        Credit Agreement Agent on or before such date, as Priority Lien Debt
        for the purposes of this Indenture.

        "Priority Lien Documents" means the documentation relating to any
Priority Lien Debt including, without limitation, the Credit Agreement, the
Priority Lien Security Documents and all other agreements governing, securing or
relating to any Priority Lien Obligations.

        "Priority Lien Obligations" means the Priority Lien Debt and all other
Obligations of the Company or any Guarantor under the Priority Lien Documents.

        "Priority Lien Security Documents" means one or more security
agreements, pledge agreements, collateral assignment, mortgages, deed of trust
or other grants or transfers for security executed and delivered by the Company
or any Guarantor creating a Lien upon property owned or to be acquired by the
Company or such Guarantor in favor of any holder or holders of Priority Lien
Debt, or any trustee, agent or representative acting for any such holders, as
security for any Priority Lien Obligations.

        "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

        "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 21, 2003, among the Company, the Guarantors and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

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

        "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

        "Regulation S Permanent Global Note" means a permanent Global Note in
the form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.


                                       19

<PAGE>



        "Regulation S Temporary Global Note" means a temporary Global Note in
the form of Exhibit A2 hereto deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

        "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

        "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

        "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

        "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

        "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

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

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated under the Securities Act.

        "S&P" means Standard & Poor's Ratings Group.

        "SEC" means the Securities and Exchange Commission.

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

        "Security Documents" means one or more security agreements, pledge
agreements, collateral assignments, mortgages, deeds of trust or other grants or
transfers for security executed and delivered by the Company or any other
Obligor creating a Lien upon property owned or to be acquired by the Company or
such other Obligor in favor of the Collateral Agent for the benefit of all
present and future holders of Note Obligations, whenever incurred, and any
document perfecting such security interests.

        "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

        "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
November 12, 2003.

        "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any


                                       20

<PAGE>


contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Note Indenture" means the indenture, dated as of June 21,
2000, by and among the Company, the Guarantors and HSBC Bank USA, as trustee,
under which the Company's 12 3/4% Senior Subordinated Notes due 2010 were
issued, as supplemented by a First Supplemental Indenture, dated as of May 6,
2002, by and among the Company, the Company Acquisition Subsidiary, Inc. and
HSBC Bank USA and as further supplemented by a Second Supplemental Indenture,
dated as of August 22, 2002, by and among, the Company, TP/Elm Acquisition
Subsidiary and HSBC Bank USA.

        "Subordinated Notes" means the Company's 12 3/4 % Senior Subordinated
Notes due 2010 issued pursuant to the Subordinated Note Indenture.

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

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

                (2) any partnership (a) the sole general partner or the
        managing general partner of which is such Person or a Subsidiary of
        such Person or (b) the only general partners of which are that Person
        or one or more Subsidiaries of that Person (or any combination
        thereof).

        "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Company's obligations under this Indenture and on the Notes, executed pursuant
to Article 11 hereof.

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

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

        "Unasserted Contingent Obligations" means, at any time, Obligations for
taxes, costs, indemnifications, reimbursements, damages and other liabilities
(except (i) the principal of and interest and premium (if any) on, and fees
relating to, any Indebtedness and (ii) contingent obligations to reimburse the
issuer of an outstanding letter of credit for amounts that may be drawn or paid
thereunder) in respect of which no claim or demand for payment has been made at
such time.

        "Unrestricted Global Note" means a Global Note that does not bear and
is not required to bear the Private Placement Legend.

        "Unrestricted Definitive Note" means a Definitive Note that does not
bear and is not required to bear the Private Placement Legend.


                                       21

<PAGE>



        "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors, but only to the extent that such
Subsidiary:

                (1) has no Indebtedness other than Non-Recourse Debt;

                (2) except as permitted by Section 4.11 hereof, is not party
        to any agreement, contract, arrangement or understanding with the
        Company or any Restricted Subsidiary of the Company unless the terms of
        any such agreement, contract, arrangement or understanding are 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;

                (3) is a Person with respect to which neither the Company nor
        any of its Restricted Subsidiaries has any direct or indirect
        obligation (a) to subscribe for additional Equity Interests or (b) to
        maintain or preserve such Person's financial condition or to cause such
        Person to achieve any specified levels of operating results; and

                (4) has not guaranteed or otherwise directly or indirectly
        provided credit support for any Indebtedness of the Company or any of
        its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
will be evidenced to the Trustee by filing with the Trustee a certified copy of
the Board Resolution giving effect to such designation and an officers'
certificate certifying that such designation complied with the preceding
conditions and was permitted by the provisions of Section 4.07 hereof. If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary and any Indebtedness of such Subsidiary will be deemed
to be incurred by a Restricted Subsidiary of the Company as of such date and, if
such Indebtedness is not permitted to be incurred as of such date pursuant to
Section 4.09 hereof, the Company will be in default of such covenant. The Board
of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation will only be permitted if (1) such Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.

        "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

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

        "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

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


                                       22

<PAGE>



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

        "Wholly-Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly-Owned
Restricted Subsidiaries of such Person and one or more Wholly-Owned Restricted
Subsidiaries of such Person.

Section 1.02      Other Definitions.

                                                                  Defined in
        Term                                                         Section
        ----                                                         -------
        "Affiliate Transaction"...................................    4.11
        "Asset Sale Offer"........................................    4.10
        "Authentication Order"....................................    2.02
        "Change of Control Offer".................................    4.15
        "Change of Control Payment"...............................    4.15
        "Change of Control Payment Date"..........................    4.15
        "Collateral Agent"........................................    10.02
        "Covenant Defeasance".....................................    8.03
        "DTC".....................................................    2.03
        "Event of Default"........................................    6.01
        "Excess Proceeds".........................................    4.10
        "incur"...................................................    4.09
        "Legal Defeasance"........................................    8.02
        "Offer Amount"............................................    3.09
        "Offer Period"............................................    3.09
        "Paying Agent"............................................    2.03
        "Permitted Debt"..........................................    4.09
        "Purchase Date"...........................................    3.09
        "Registrar"...............................................    2.03
        "Restricted Payments".....................................    4.07

Section 1.03      Incorporation by Reference of Trust Indenture Act.

        Whenever this Indenture refers to a provision of the TIA, the 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 Notes;

        "indenture security Holder" means a Holder of a Note;

        "indenture to be qualified" means this Indenture;

        "indenture trustee" or "institutional trustee" means the Trustee; and

        "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantees, respectively.


                                       23

<PAGE>



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

Section 1.04      Rules of Construction.

        Unless the context otherwise requires:

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

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

                (3) "or" is not exclusive;

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

                (5) "will" shall be interpreted to express a command;

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

                (7) references to Sections of or rules under the Securities Act
        will be deemed to include substitute, replacement of successor Sections
        or rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                THE NOTES

Section 2.01      Form and Dating.

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

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

        (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.


                                       24

<PAGE>



        (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of:

                (1) a written certificate from the Depositary, together with
        copies of certificates from Euroclear and Clearstream certifying that
        they have received certification of non-United States beneficial
        ownership of 100% of the aggregate principal amount of the Regulation S
        Temporary Global Note (except to the extent of any beneficial owners
        thereof who acquired an interest therein during the Restricted Period
        pursuant to another exemption from registration under the Securities Act
        and who will take delivery of a beneficial ownership interest in a 144A
        Global Note or an IAI Global Note bearing a Private Placement Legend,
        all as contemplated by Section 2.06(b) hereof); and

                (2) an Officers' Certificate from the Company.

        Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note will be exchanged for
beneficial interests in Regulation S Permanent Global Note pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global
Note. The aggregate principal amount of the Regulation S Temporary Global Note
and the Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

                (3) Euroclear and Clearstream Procedures Applicable. The
        provisions of the "Operating Procedures of the Euroclear System" and
        "Terms and Conditions Governing Use of Euroclear" and the "General Terms
        and Conditions of Clearstream Banking" and "Customer Handbook" of
        Clearstream will be applicable to transfers of beneficial interests in
        the Regulation S Temporary Global Note and the Regulation S Permanent
        Global Note that are held by Participants through Euroclear or
        Clearstream.

Section 2.02      Execution and Authentication.

        One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

        A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

        The Trustee will, upon receipt of a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate Notes for (i) original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes
and (ii) Additional Notes in such amounts as may be specified from time to time
without limit, subject to Article 4 hereof. In addition, the Trustee shall
authenticate upon receipt of an Authentication Order other Notes issued in
exchange therefore from time to time.


                                       25

<PAGE>



        The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03      Registrar and Paying Agent.

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

        The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

        The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04      Paying Agent to Hold Money in Trust.

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

Section 2.05      Holder Lists.

        The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06      Transfer and Exchange.

        (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a

                                       26

<PAGE>


successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if:

                (1) the Company delivers to the Trustee notice from the
        Depositary that it is unwilling or unable to continue to act as
        Depositary or that it is no longer a clearing agency registered under
        the Exchange Act and, in either case, a successor Depositary is not
        appointed by the Company within 120 days after the date of such notice
        from the Depositary;

                (2) the Company in its sole discretion determines that the
        Global Notes (in whole but not in part) should be exchanged for
        Definitive Notes and delivers a written notice to such effect to the
        Trustee; provided that in no event shall the Regulation S Temporary
        Global Note be exchanged by the Company for Definitive Notes prior to
        (x) the expiration of the Restricted Period and (y) the receipt by the
        Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
        under the Securities Act; or

                (3) there shall have occurred and be continuing to occur an
        Event of Default with respect to the Notes;

                (4) Upon the occurrence of either of the preceding events in
        (1), (2) or (3) above, Definitive Notes shall be issued in such names as
        the Depositary shall instruct the Trustee. In addition, beneficial
        interests in a Global Note may be exchanged for certificated Notes upon
        request by or on behalf of DTC in accordance with customary procedures.
        Global Notes also may be exchanged or replaced, in whole or in part, as
        provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
        delivered in exchange for, or in lieu of, a Global Note or any portion
        thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
        shall be authenticated and delivered in the form of, and shall be, a
        Global Note. A Global Note may not be exchanged for another Note other
        than as provided in this Section 2.06(a), however, beneficial interests
        in a Global Note may be transferred and exchanged as provided in Section
        2.06(b), (c) or (f) hereof.

        (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                (1) Transfer of Beneficial Interests in the Same Global Note.
        Beneficial interests in any Restricted Global Note may be transferred to
        Persons who take delivery thereof in the form of a beneficial interest
        in the same Restricted Global Note in accordance with the transfer
        restrictions set forth in the Private Placement Legend; provided,
        however, that prior to the expiration of the Restricted Period,
        transfers of beneficial interests in the Regulation S Temporary Global
        Note may not be made to a U.S. Person or for the account or benefit of a
        U.S. Person (other than an Initial Purchaser). Beneficial interests in
        any Unrestricted Global Note may be transferred to Persons who take
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note. No written orders or instructions shall be required to be
        delivered to the Registrar to effect the transfers described in this
        Section 2.06(b)(1).

                (2) All Other Transfers and Exchanges of Beneficial Interests in
        Global Notes. In connection with all transfers and exchanges of
        beneficial interests that are not subject to


                                       27

<PAGE>


        Section 2.06(b)(1) above, the transferor of such beneficial interest
        must deliver to the Registrar either:

                (A) both:

                        (i) a written order from a Participant or an Indirect
                Participant given to the Depositary in accordance with the
                Applicable Procedures directing the Depositary to credit or
                cause to be credited a beneficial interest in another Global
                Note in an amount equal to the beneficial interest to be
                transferred or exchanged; and

                        (ii) instructions given in accordance with the
                Applicable Procedures containing information regarding the
                Participant account to be credited with such increase; or

                (B) both:

                        (i) a written order from a Participant or an Indirect
                Participant given to the Depositary in accordance with the
                Applicable Procedures directing the Depositary to cause to be
                issued a Definitive Note in an amount equal to the beneficial
                interest to be transferred or exchanged; and

                        (ii) instructions given by the Depositary to the
                Registrar containing information regarding the Person in whose
                name such Definitive Note shall be registered to effect the
                transfer or exchange referred to in (1) above; provided that in
                no event shall Definitive Notes be issued upon the transfer or
                exchange of beneficial interests in the Regulation S Temporary
                Global Note prior to (A) the expiration of the Restricted Period
                and (B) the receipt by the Registrar of any certificates
                required pursuant to Rule 903 under the Securities Act. Upon
                consummation of an Exchange Offer by the Company in accordance
                with Section 2.06(f) hereof, the requirements of this Section
                2.06(b)(2) shall be deemed to have been satisfied upon receipt
                by the Registrar of the instructions contained in the Letter of
                Transmittal delivered by the Holder of such beneficial interests
                in the Restricted Global Notes. Upon satisfaction of all of the
                requirements for transfer or exchange of beneficial interests in
                Global Notes contained in this Indenture and the Notes or
                otherwise applicable under the Securities Act, the Trustee shall
                adjust the principal amount of the relevant Global Note(s)
                pursuant to Section 2.06(h) hereof.

                (3) Transfer of Beneficial Interests in a Restricted Global Note
        to Another Restricted Global Note. A beneficial interest in any
        Restricted Global Note may be transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in another Restricted
        Global Note if the transfer complies with the requirements of Section
        2.06(b)(2) above and the Registrar receives the following:

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

                        (B) if the transferee will take delivery in the form of
                a beneficial interest in the Regulation S Temporary Global Note
                or the Regulation S Global Note, then the


                                       28

<PAGE>


                transferor must deliver a certificate in the form of Exhibit B
                hereto, including the certifications in item (2) thereof; and

                        (C) if the transferee will take delivery in the form of
                a beneficial interest in the IAI Global Note, then the
                transferor must deliver a certificate in the form of Exhibit B
                hereto, including the certifications, certificates and Opinion
                of Counsel required by item (3) thereof, if applicable.

                (4) Transfer and Exchange of Beneficial Interests in a
        Restricted Global Note for Beneficial Interests in an Unrestricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 2.06(b)(2) above and:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer, the Shelf Registration Statement or the
                Exchange Offer Registration Statement in accordance with the
                Registration Rights Agreement; or

                        (B) the Registrar receives the following:

                                (i) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to exchange such
                        beneficial interest for a beneficial interest in an
                        Unrestricted Global Note, a certificate from such holder
                        in the form of Exhibit C hereto, including the
                        certifications in item (1)(a) thereof; or

                                (ii) if the holder of such beneficial interest
                        in a Restricted Global Note proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of a beneficial interest in an
                        Unrestricted Global Note, a certificate from such holder
                        in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (B), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable
                to the Registrar to the effect that such exchange or transfer
                is in compliance with the Securities Act and that the
                restrictions on transfer contained herein and in the Private
                Placement Legend are no longer required in order to maintain
                compliance with the Securities Act.

        If any such transfer is effected pursuant to subparagraph (A) or (B)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (A) or (B) above.

        Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

        (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.


                                       29

<PAGE>



                (1) Beneficial Interests in Restricted Global Notes to
        Restricted Definitive Notes. If any holder of a beneficial interest in a
        Restricted Global Note proposes to exchange such beneficial interest for
        a Restricted Definitive Note or to transfer such beneficial interest to
        a Person who takes delivery thereof in the form of a Restricted
        Definitive Note, then, upon receipt by the Registrar of the following
        documentation:

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

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

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

                        (D) if such beneficial interest is being transferred
                pursuant to an exemption from the registration requirements of
                the Securities Act in accordance with Rule 144, a certificate to
                the effect set forth in Exhibit B hereto, including the
                certifications in item (3)(a) thereof;

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.


                                       30

<PAGE>



                (2) Beneficial Interests in Regulation S Temporary Global Note
        to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C)
        hereof, a beneficial interest in the Regulation S Temporary Global Note
        may not be exchanged for a Definitive Note or transferred to a Person
        who takes delivery thereof in the form of a Definitive Note prior to (A)
        the expiration of the Restricted Period and (B) the receipt by the
        Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
        under the Securities Act, except in the case of a transfer pursuant to
        an exemption from the registration requirements of the Securities Act
        other than Rule 903 or Rule 904.

                (3) Beneficial Interests in Restricted Global Notes to
        Unrestricted Definitive Notes. A holder of a beneficial interest in a
        Restricted Global Note may exchange such beneficial interest for an
        Unrestricted Definitive Note or may transfer such beneficial interest to
        a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note only if:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer, the Shelf Registration Statement or the
                Exchange Offer Registration Statement in accordance with the
                Registration Rights Agreement; or; or

                        (B) the Registrar receives the following:

                                (i) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to exchange such
                        beneficial interest for an Unrestricted Definitive Note,
                        a certificate from such holder in the form of Exhibit C
                        hereto, including the certifications in item (1)(b)
                        thereof; or

                                (ii) if the holder of such beneficial interest
                        in a Restricted Global Note proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of an Unrestricted Definitive Note,
                        a certificate from such holder in the form of Exhibit B
                        hereto, including the certifications in item (4)
                        thereof;

                and, in each such case set forth in this subparagraph (B), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable
                to the Registrar to the effect that such exchange or transfer
                is in compliance with the Securities Act and that the
                restrictions on transfer contained herein and in the Private
                Placement Legend are no longer required in order to maintain
                compliance with the Securities Act.

                (4) Beneficial Interests in Unrestricted Global Notes to
        Unrestricted Definitive Notes. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount
        of the applicable Global Note to be reduced accordingly pursuant to
        Section 2.06(h) hereof, and the Company will execute and the Trustee
        will authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.06(c)(4) will be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest requests through instructions to the Registrar from
        or through the Depositary and the Participant or Indirect Participant.
        The Trustee will deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange


                                       31

<PAGE>


        for a beneficial interest pursuant to this Section 2.06(c)(4) will not
        bear the Private Placement Legend.

        (d) Transfer and Exchange of Definitive Notes for Beneficial Interests
in Global Notes.

                (1) Restricted Definitive Notes to Beneficial Interests in
        Restricted Global Notes. If any Holder of a Restricted Definitive Note
        proposes to exchange such Note for a beneficial interest in a Restricted
        Global Note or to transfer such Restricted Definitive Notes to a Person
        who takes delivery thereof in the form of a beneficial interest in a
        Restricted Global Note, then, upon receipt by the Registrar of the
        following documentation:

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

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

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

                        (D) if such Restricted Definitive Note is being
                transferred pursuant to an exemption from the registration
                requirements of the Securities Act in accordance with Rule 144,
                a certificate to the effect set forth in Exhibit B hereto,
                including the certifications in item (3)(a) thereof;

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

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

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

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

                (2) Restricted Definitive Notes to Beneficial Interests in
        Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
        exchange such Note for a beneficial interest in an


                                       32

<PAGE>


        Unrestricted Global Note or transfer such Restricted Definitive Note to
        a Person who takes delivery thereof in the form of a beneficial interest
        in an Unrestricted Global Note only if:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer, the Shelf Registration Statement or the
                Exchange Offer Registration Statement in accordance with the
                Registration Rights Agreement; or

                        (B) the Registrar receives the following:

                                (i) if the Holder of such Definitive Notes
                        proposes to exchange such Notes for a beneficial
                        interest in the Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit C hereto,
                        including the certifications in item (1)(c) thereof; or

                                (ii) if the Holder of such Definitive Notes
                        proposes to transfer such Notes to a Person who shall
                        take delivery thereof in the form of a beneficial
                        interest in the Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit B hereto,
                        including the certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (B), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable
                to the Registrar to the effect that such exchange or transfer
                is in compliance with the Securities Act and that the
                restrictions on transfer contained herein and in the Private
                Placement Legend are no longer required in order to maintain
                compliance with the Securities Act.

                Upon satisfaction of the conditions of any of the
        subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
        Definitive Notes and increase or cause to be increased the aggregate
        principal amount of the Unrestricted Global Note.

                (3) Unrestricted Definitive Notes to Beneficial Interests in
        Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
        may exchange such Note for a beneficial interest in an Unrestricted
        Global Note or transfer such Definitive Notes to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note at any time. Upon receipt of a request for such an exchange
        or transfer, the Trustee will cancel the applicable Unrestricted
        Definitive Note and increase or cause to be increased the aggregate
        principal amount of one of the Unrestricted Global Notes.

                If any such exchange or transfer from a Definitive Note to a
        beneficial interest is effected pursuant to subparagraphs (2)(B),
        (2)(D) or (3) above at a time when an Unrestricted Global Note has not
        yet been issued, the Company will issue and, upon receipt of an
        Authentication Order in accordance with Section 2.02 hereof, the
        Trustee will authenticate one or more Unrestricted Global Notes in an
        aggregate principal amount equal to the principal amount of Definitive
        Notes so transferred.

        (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder


                                       33

<PAGE>


must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

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

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

                                (2) Restricted Definitive Notes to Unrestricted
                        Definitive Notes. Any Restricted Definitive Note may be
                        exchanged by the Holder thereof for an Unrestricted
                        Definitive Note or transferred to a Person or Persons
                        who take delivery thereof in the form of an Unrestricted
                        Definitive Note if:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer, the Shelf Registration Statement or the
                Exchange Offer Registration Statement in accordance with the
                Registration Rights Agreement; or

                        (B) the Registrar receives the following:

                                (i) if the Holder of such Restricted Definitive
                        Notes proposes to exchange such Notes for an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit C hereto, including the
                        certifications in item (1)(d) thereof; or

                                (ii) if the Holder of such Restricted Definitive
                        Notes proposes to transfer such Notes to a Person who
                        shall take delivery thereof in the form of an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (B), if
                the Registrar so requests, an Opinion of Counsel in form
                reasonably acceptable to the Registrar to the effect that such
                exchange or transfer is in compliance with the Securities Act
                and that the restrictions on transfer contained herein and in
                the Private Placement Legend are no longer required in order
                to maintain compliance with the Securities Act.

                (3) Unrestricted Definitive Notes to Unrestricted Definitive
        Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
        to a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note. Upon receipt of a request to register such a transfer,


                                       34

<PAGE>


        the Registrar shall register the Unrestricted Definitive Notes pursuant
        to the instructions from the Holder thereof.

        (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                (1) one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of the beneficial
        interests in the Restricted Global Notes accepted for exchange in the
        Exchange Offer

by Persons that certify in the applicable Letters of Transmittal that (A) they
are not Broker-Dealers, (B) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company; and

                (2) Unrestricted Definitive Notes in an aggregate principal
        amount equal to the principal amount of the Restricted Definitive Notes
        accepted for exchange in the Exchange Offer.

        Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

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

                (1) Private Placement Legend.

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

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A U.S.
PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE
144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN
EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON
WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB IN


                                       35

<PAGE>


COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS
NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF
TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE,
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO
ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
"U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER
THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."

                        (B) Notwithstanding the foregoing, any Global Note or
                Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3),
                (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section
                2.06 (and all Notes issued in exchange therefor or substitution
                thereof) will not bear the Private Placement Legend.

                (2) Global Note Legend. Each Global Note will bear a legend in
        substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR


                                       36

<PAGE>


REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN."

                        (3) Regulation S Temporary Global Note Legend.

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATES NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

        (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

        (i) General Provisions Relating to Transfers and Exchanges.

                (1) To permit registrations of transfers and exchanges, the
        Company will execute and the Trustee will authenticate Global Notes and
        Definitive Notes upon receipt of an Authentication Order in accordance
        with Section 2.02 or at the Registrar's request.

                (2) No service charge will be made to a Holder of a beneficial
        interest in a Global Note or to a Holder of a Definitive Note for any
        registration of transfer or exchange, but the Company may require
        payment of a sum sufficient to cover any transfer tax or similar
        governmental charge payable in connection therewith (other than any such
        transfer taxes or similar governmental charge payable upon exchange or
        transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05
        hereof).

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

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


                                       37

<PAGE>



                (5) Neither the Registrar nor the Company will be required:

                        (A) to issue, to register the transfer of or to exchange
                any Notes during a period beginning at the opening of business
                15 days before the day of any selection of Notes for redemption
                under Section 3.02 hereof and ending at the close of business on
                the day of selection;

                        (B) to register the transfer of or to exchange any Note
                selected for redemption in whole or in part, except the
                unredeemed portion of any Note being redeemed in part; or

                        (C) to register the transfer of or to exchange a Note
                between a record date and the next succeeding interest payment
                date.

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

                (7) The Trustee will authenticate Global Notes and Definitive
        Notes in accordance with the provisions of Section 2.02 hereof.

                (8) All certifications, certificates and Opinions of Counsel
        required to be submitted to the Registrar pursuant to this Section 2.06
        to effect a registration of transfer or exchange may be submitted by
        facsimile.

                (9) The Trustee is hereby authorized to enter into a letter of
        representations with the Depositary in the form provided by the Company
        and to act in accordance with such letter.

Section 2.07      Replacement Notes.

        If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

        Every replacement Note is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08      Outstanding Notes.

        The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(a) hereof.


                                       38

<PAGE>



        If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

        If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

        If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09      Treasury Notes.

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

Section 2.10      Temporary Notes.

        Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

        Holders of temporary Notes will be entitled to all of the benefits of
this Indenture.

Section 2.11      Cancellation.

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

Section 2.12      Defaulted Interest.

        If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the

                                       39

<PAGE>


name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                         REDEMPTION AND PREPAYMENT

Section 3.01      Notices to Trustee.

        If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 45 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                (1) the clause of this Indenture pursuant to which the
        redemption shall occur;

                (2) the redemption date;

                (3) the principal amount of Notes to be redeemed; and

                (4) the redemption price.

Section 3.02      Selection of Notes to Be Redeemed or Purchased.

        If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

                (1) if the Notes are listed on any national securities exchange,
        in compliance with the requirements of the principal national securities
        exchange on which the Notes are listed; or

                (2) if the Notes are not listed on any national securities
        exchange, on a pro rata basis, by lot or by such method as the Trustee
        shall deem fair and appropriate.

        In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

        The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03      Notice of Redemption.

        Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in


                                       40

<PAGE>


connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 12 of this Indenture.

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

                (1) the redemption date;

                (2) the redemption price;

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

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

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

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

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

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

        At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04      Effect of Notice of Redemption.

        Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05      Deposit of Redemption or Purchase Price.

        One Business Day prior to the redemption or purchase date, the Company
will deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and Liquidated Damages,
if any, on all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent will promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
Liquidated Damages, if any, on, all Notes to be redeemed or purchased.

        If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for


                                       41

<PAGE>


redemption or purchase. If a Note is redeemed or purchased on or after an
interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose name such
Note was registered at the close of business on such record date. If any Note
called for redemption or purchase is not so paid upon surrender for redemption
or purchase because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01 hereof.

Section 3.06      Notes Redeemed or Purchased in Part.

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

Section 3.07      Optional Redemption.

(a) At any time prior to November 15, 2006, the Company may on any one or more
occasions redeem, in whole or in part, up to 35% of the aggregate principal
amount of Notes issued under this Indenture at a redemption price of 108.75% of
the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that:

                (1) at least 65% of the aggregate principal amount of Notes
        issued under this Indenture (excluding Notes held by the Company and its
        Subsidiaries) remains outstanding immediately after the occurrence of
        such redemption; and

                (2) notice of redemption is mailed 60 days of the date of the
        closing of such Equity Offering.

        (b) On or after November 15, 2008, the Company may, at its option,
redeem all or a part of the Notes upon not less than 30 nor more than 60 days
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the applicable redemption date, if redeemed during the twelve-month
period beginning on November 15 of the years indicated below, subject to the
rights of the Holders of the Notes on the relevant record date to receive
interest on the relevant interest payment date that is on or prior to the date
fixed for redemption:

        Year                                                          Percentage
        ----                                                          ----------
        2008.......................................................    104.375%
        2009.......................................................    102.917%
        2010.......................................................    101.458%
        2011 and thereafter........................................    100.000%

        (c) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.


                                       42

<PAGE>



Section 3.08      Mandatory Redemption.

        The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09      Offer to Purchase by Application of Excess Proceeds.

        In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

        The Asset Sale Offer shall be made to all Holders of the Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company will apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.

        If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

        Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

                (1) that the Asset Sale Offer is being made pursuant to this
        Section 3.09 and Section 4.10 hereof and the length of time the Asset
        Sale Offer will remain open;

                (2) the Offer Amount, the purchase price and the Purchase Date;

                (3) that any Note not tendered or accepted for payment will
        continue to accrue interest;

                (4) that, unless the Company defaults in making such payment,
        any Note accepted for payment pursuant to the Asset Sale Offer will
        cease to accrue interest after the Purchase Date;

                (5) that Holders electing to have a Note purchased pursuant to
        an Asset Sale Offer may elect to have Notes purchased in integral
        multiples of $1,000 only;

                (6) that Holders electing to have Notes purchased pursuant to
        any Asset Sale Offer will be required to surrender the Note, with the
        form entitled "Option of Holder to Elect Purchase" attached to the Notes
        completed, or transfer by book-entry transfer, to the Company, a
        Depositary, if appointed by the Company, or a Paying Agent at the
        address specified in the notice at least three days before the Purchase
        Date;


                                       43

<PAGE>



                (7) that Holders will be entitled to withdraw their election if
        the Company, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Offer Period, a telegram,
        telex, facsimile transmission or letter setting forth the name of the
        Holder, the principal amount of the Note the Holder delivered for
        purchase and a statement that such Holder is withdrawing his election to
        have such Note purchased;

                (8) that, if the aggregate principal amount of Notes and other
        pari passu Indebtedness surrendered by Holders thereof exceeds the Offer
        Amount, the Company will select the Notes and other pari passu
        Indebtedness to be purchased on a pro rata basis based on the principal
        amount of Notes and such other pari passu Indebtedness surrendered (with
        such adjustments as may be deemed appropriate by the Company so that
        only Notes in denominations of $1,000, or integral multiples thereof,
        will be purchased); and

                (9) that Holders whose Notes were purchased only in part will be
        issued new Notes equal in principal amount to the unpurchased portion of
        the Notes surrendered (or transferred by book-entry transfer).

        On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers' Certificate stating that such Notes or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.09. The Company, the Depositary or the Paying Agent, as the case
may be, will promptly (but in any case not later than five days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company, will promptly issue a new Note, and the Trustee,
upon written request from the Company will authenticate and mail or deliver (or
cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company will publicly announce the results of the Asset Sale
Offer on the Purchase Date.

        Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01      Payment of Notes.

        The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company will pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

        The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable


                                       44

<PAGE>


interest rate on the Notes to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.

Section 4.02      Maintenance of Office or Agency.

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

        The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company 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 Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03      Reports.

(a) Whether or not required by the SEC's rules and regulations, so long as any
Notes are outstanding, the Company shall furnish to the Holders of Notes or
cause the Trustee to furnish to the Holders of Notes, within the time periods
specified in the SEC's rules and regulations:

                (1) all quarterly and annual reports that would be required to
        be filed with the SEC on Forms 10-Q and 10-K if the Company were
        required to file such reports; and

                (2) all current reports that would be required to be filed with
        the SEC on Form 8-K if the Company were required to file such reports.

        All such reports shall be prepared in all material respects in
accordance with all of the rules and regulations applicable to such reports.
Each annual report on Form 10-K shall include a report on the Company's
consolidated financial statements by the Company's certified independent
accountants. In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, the Company shall file a copy
of each of the reports referred to in clauses (1) and (2) above with the SEC for
public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC shall not accept such a
filing).

        (b) For so long as any Notes remain outstanding, at any time the Company
and the Guarantors are not required to file the reports required by paragraph
(a) of this Section 4.03 with the SEC, they 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.


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<PAGE>



Section 4.04      Compliance Certificate.

        (a) The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture and the Security Documents, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and the Security Documents
and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture or the Security Documents (or, if a
Default or Event of Default has occurred, describing all such Defaults or Events
of Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

        (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof 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) So long as any of the Notes are outstanding, the Company shall
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05      Taxes.

        The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06      Stay, Extension and Usury Laws.

        The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
(to the extent permitted by law) it shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law has been enacted.


                                       40

<PAGE>



Section 4.07      Restricted Payments.

        (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

                (1) declare or pay any dividend or make any other payment or
        distribution on account of the Company's or any of its Restricted
        Subsidiaries' Equity Interests (including, without limitation, any
        payment in connection with any merger or consolidation involving the
        Company or any of its Restricted Subsidiaries) or to the direct or
        indirect holders of the Company's or any of its Restricted Subsidiaries'
        Equity Interests in their capacity as such (other than (i) dividends or
        distributions payable in Equity Interests (other than Disqualified
        Stock) of the Company or (ii) dividends or distributions payable to the
        Company or any Restricted Subsidiary of the Company (and if such
        Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to
        its holders of the applicable class of Equity Interests on a pro rata
        basis);

                (2) purchase, redeem or otherwise acquire or retire for value
        (including, without limitation, in connection with any merger or
        consolidation involving the Company) any Equity Interests of the Company
        or any direct or indirect parent of the Company other than those Equity
        Interests owned by the Company or any Restricted Subsidiary of the
        Company;

                (3) make any payment on or with respect to, or purchase, redeem,
        repurchase, defease or otherwise acquire or retire for value any
        Indebtedness of the Company or any Guarantor that is contractually
        subordinated in right of payment to the Notes or any Subsidiary
        Guarantee (excluding any intercompany Indebtedness between or among the
        Company and any of its Restricted Subsidiaries), except a payment of
        interest or principal at the Stated Maturity thereof; or

                (4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

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

                (2) the Company would, at the time of such Restricted Payment
        and after giving pro forma effect thereto as if such Restricted Payment
        had been made at the beginning of the applicable four-quarter period,
        have been permitted to incur at least $1.00 of additional Indebtedness
        pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph
        (a) of Section 4.09 hereof; and

                (3) such Restricted Payment, together with the aggregate amount
        of all other Restricted Payments made by the Company and its Restricted
        Subsidiaries since the date of this Indenture (excluding Restricted
        Payments permitted by clauses (2), (3), (4) and (6) of paragraph (b)
        below), is less than the sum, without duplication, of:

                        (A) 50% of the Consolidated Net Income of the Company
                for the period (taken as one accounting period) from the
                beginning of the first fiscal quarter commencing after the date
                of this Indenture to the end of the Company's most recently
                ended fiscal quarter for which internal financial statements are
                available at the time of such Restricted


                                       47

<PAGE>


                Payment (or, if such Consolidated Net Income for such period is
                a deficit, less 100% of such deficit), plus

                        (B) 100% of the aggregate net cash proceeds, including
                the fair market value of property other than cash, received by
                the Company since the date of this Indenture as a contribution
                to its common equity capital and from the issue or sale of
                Equity Interests of the Company (other than Disqualified Stock)
                or from the issue or sale of convertible or exchangeable
                Disqualified Stock or convertible or exchangeable debt
                securities of the Company that have been converted into or
                exchanged for such Equity Interests (other than Equity Interests
                (or Disqualified Stock or debt securities) sold to a Subsidiary
                of the Company); provided, however, that the Company may not
                include the net cash proceeds to the extent that any such common
                equity capital or Equity Interests are repurchased, redeemed or
                otherwise acquired or retired pursuant to clause (5) of
                paragraph (b) below, plus

                        (C) to the extent that any Restricted Investment that
                was made after the date of this Indenture is sold for cash or
                otherwise liquidated or repaid for cash, the lesser of (i) the
                cash return of capital with respect to such Restricted
                Investment (less the cost of disposition, if any) and (ii) the
                initial amount of such Restricted Investment, plus

                        (D) to the extent that any Unrestricted Subsidiary of
                the Company designated as such after the date of this Indenture
                is redesignated as a Restricted Subsidiary after the date of
                this Indenture, the lesser of (i) the Fair Market Value of the
                Company's Investment in such Subsidiary as of the date of such
                redesignation or (ii) such Fair Market Value as of the date on
                which such Subsidiary was originally designated as an
                Unrestricted Subsidiary after the date of this Indenture, plus

                        (E) 50% of any dividends received by the Company or a
                Wholly-Owned Restricted Subsidiary of the Company that is a
                Guarantor after the date of this Indenture from an Unrestricted
                Subsidiary of the Company, to the extent that such dividends
                were not otherwise included in Consolidated Net Income of the
                Company for such period.

        (b) The provisions of Section 4.07(a) will not prohibit:

                (1) the payment, by the Company or any Restricted Subsidiary, of
        any dividend within 60 days after the date of declaration of the
        dividend, if at the date of declaration the dividend payment would have
        complied with the provisions of this Indenture;

                (2) so long as no Default has occurred and is continuing, the
        making of any Restricted Payment in exchange for, or out of the net cash
        proceeds of the substantially concurrent sale (other than to a
        Restricted Subsidiary of the Company) of, Equity Interests of the
        Company (other than Disqualified Stock) or from the substantially
        concurrent contribution of common equity capital to the Company;
        provided that the amount of any such net cash proceeds that are utilized
        for any such Restricted Payment will be excluded from clause (3)(b) of
        paragraph (a) above;

                (3) so long as no Default has occurred and is continuing, the
        defeasance, redemption, repurchase, retirement or other acquisition of
        Indebtedness of the Company or any Restricted Subsidiary that is
        contractually subordinated in right of payment to the Notes or to any
        Subsidiary Guarantee with, in exchange for, by conversion into or out of
        the net cash proceeds from a substantially concurrent incurrence of
        Permitted Refinancing Indebtedness;


                                       48

<PAGE>



                (4) the payment of any dividend (or, in the case of any
        partnership or limited liability company, any similar distribution) by a
        Restricted Subsidiary of the Company to the holders of its Equity
        Interests on a pro rata basis;

                (5) so long as no Default has occurred and is continuing, the
        repurchase, redemption or other acquisition or retirement for value of
        any Equity Interests of the Company or any Restricted Subsidiary of the
        Company held by any current or former officer, director or employee of
        the Company or any of its Restricted Subsidiaries at no more than Fair
        Market Value in each case net of the aggregate net cash proceeds
        received from such persons after the date of this Indenture from the
        issuance of or equity contributions with respect to, our Equity
        Interests other than Disqualified Stock; provided that the aggregate
        price paid for all such repurchased, redeemed, acquired or retired
        Equity Interests may not exceed $5.0 million for each fiscal year and
        $15.0 million in total;

                (6) the repurchase of Equity Interests deemed to occur upon the
        exercise of stock options to the extent such Equity Interests represent
        a portion of the exercise price of those stock options;

                (7) so long as no Default has occurred and is continuing, the
        declaration and payment of regularly scheduled or accrued dividends to
        holders of any class or series of Disqualified Stock of the Company or
        any Restricted Subsidiary of the Company issued on or after the date of
        this Indenture in accordance with the Fixed Charge Coverage test
        described in Section 4.09 hereof; and

                (8) so long as no Default has occurred and is continuing, other
        Restricted Payments in an aggregate amount not to exceed $15.0 million.

        The amount of all Restricted Payments (other than cash) will be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any assets or securities that are required to be valued
by this Section 4.07 will be determined by the Board of Directors whose
resolution with respect thereto will be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
Fair Market Value exceeds $10.0 million. In determining whether any Restricted
Payment is permitted by the covenant described above, the Company may allocate
all or any portion of such Restricted Payment among the categories described in
clauses (1) through (8) of paragraph (b) above or among such categories and the
types of Restricted Payments described in paragraph (a) above; provided that at
the time of such allocation, all such Restricted Payments, or allocated portions
thereof, would be permitted under the various provisions of the covenant
described above.

Section 4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries.

        (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

                (1) pay dividends or make any other distributions on its Capital
        Stock to the Company or any of its Restricted Subsidiaries, or with
        respect to any other interest or participation in, or measured by, its
        profits, or pay any indebtedness owed to the Company or any of its
        Restricted Subsidiaries;


                                       49

<PAGE>



                (2) make loans or advances to the Company or any of its
        Restricted Subsidiaries; or

                (3) transfer any of its properties or assets to the Company or
        any of its Restricted Subsidiaries.

        (b) The restrictions in Section 4.08(a) will not apply to encumbrances
or restrictions existing under or by reason of:

                (1) the Credit Agreement and other agreements governing Existing
        Indebtedness as in effect on the date of this Indenture and any
        amendments, modifications, restatements, renewals, increases,
        supplements, refundings, replacements or refinancings of those
        agreements; provided that the amendments, modifications, restatements,
        renewals, increases, supplements, refundings, replacement or
        refinancings are not in the good faith judgment of the board of
        directors of the Company, less favorable, taken as a whole, to the
        Holders of the Notes than those contained in those agreements on the
        date of this Indenture;

                (2) the Indenture, the Notes, the Exchange Notes, the Subsidiary
        Guarantees and the Security Documents;

                (3) applicable law, rule, regulation or order;

                (4) (a) any instrument governing Indebtedness or Capital Stock
        of a Person acquired by the Company or any of its Restricted
        Subsidiaries as in effect at the time of such acquisition (except to the
        extent such Indebtedness or Capital Stock was incurred in connection
        with or in contemplation of such acquisition), which encumbrance or
        restriction is not applicable to any Person, or the properties or assets
        of any Person, other than the Person, or the property or assets of the
        Person, so acquired; provided that, in the case of Indebtedness, such
        Indebtedness was permitted by the terms of the Indenture to be incurred;
        and (b) any amendment, modification, replacement or refinancing thereof;
        provided, however, that such encumbrances or restrictions are not, in
        the good faith judgment of the Board of Directors, less favorable, taken
        as a whole, to the Holders of the Notes than the encumbrances and
        restrictions contained in the agreements governing the Indebtedness
        referred to in clause (a);

        (5) customary non-assignment provisions in contracts and licenses
entered into in the ordinary course of business;

        (6) purchase money obligations for property acquired in the ordinary
course of business and Capital Lease Obligations that impose restrictions on the
property purchased or leased of the nature described in clause (3) of paragraph
(a) above;

        (7) any agreement for the sale or other disposition of all or
substantially all of the Capital Stock or assets of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending the sale or other
disposition;

        (8) Permitted Refinancing Indebtedness; provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are in the good faith judgment of the Company's board of directors, not
materially less favorable, taken as a whole, to the Holders, than those
contained in the agreements governing the Indebtedness being refinanced;

        (9) Liens permitted to be incurred under Section 4.12 hereof;


                                       50

<PAGE>



        (10) provisions limiting the disposition or distribution of assets or
property in joint venture agreements, asset sale agreements, sale-leaseback
agreements, stock sale agreements and other similar agreements entered into with
the approval of the Company's Board of Directors, which limitation is applicable
only to the assets that are the subject of such agreements;

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

        (12) other Indebtedness or Disqualified Stock of Restricted Subsidiaries
permitted to be incurred subsequent to the date of this Indenture pursuant to
the provisions of Section 4.09 hereof; provided that the encumbrances or
restrictions imposed thereby are ordinary and customary with respect to the type
of Indebtedness incurred.

Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.

        (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company or any Guarantor may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock or issue preferred stock,
if the Fixed Charge Coverage Ratio for the Company's most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been greater
than 2.0 to 1 if such incurrence is on or prior to the first anniversary of the
date of this Indenture and 2.25 to 1 if such incurrence is after such date, in
each case determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
or Disqualified Stock or the preferred stock had been issued, as the case may
be, at the beginning of such four-quarter period.

        (b) The provisions of Section 4.09(a) will not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

                (1) the incurrence by the Company and any Guarantor of
        additional Indebtedness under Credit Facilities in an aggregate
        principal amount at any one time outstanding under this clause (1)(with
        letters of credit being deemed to have a principal amount equal to the
        maximum potential liability of the Company and its Restricted
        Subsidiaries thereunder) not to exceed $275.0 million less the aggregate
        amount of all Net Proceeds of Asset Sales applied by the Company or any
        of its Restricted Subsidiaries since the date of this Indenture to
        permanently repay any term Indebtedness under a Credit Facility or to
        repay any revolving credit Indebtedness under a Credit Facility and
        effect a corresponding commitment reduction thereunder pursuant to
        Section 4.10 hereof;

                (2) Existing Indebtedness;

                (3) Indebtedness represented by the Notes and the related
        Subsidiary Guarantees to be issued on the date of this Indenture and the
        Exchange Notes and the related Subsidiary Guarantees to be issued
        pursuant to the Registration Rights Agreement;

                (4) the incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness represented by Capital Lease Obligations,
        mortgage financings or purchase money obligations, in


                                       51

<PAGE>


        each case, incurred for the purpose of financing all or any part of the
        purchase price or cost of construction or improvement of property, plant
        or equipment used in the business of the Company or such Restricted
        Subsidiary, in an aggregate principal amount, including all Permitted
        Refinancing Indebtedness incurred to refund, refinance or replace any
        Indebtedness incurred pursuant to this clause (4), not to exceed $5.0
        million at any time outstanding;

                (5) the incurrence by the Company or any of its Restricted
        Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
        the net proceeds of which are used to refund, refinance, replace,
        defease or discharge Indebtedness (other than intercompany Indebtedness)
        that was permitted by this Indenture to be incurred under paragraph (a)
        above or clauses (2), (3), (4), (5) or (13) of this paragraph;

                (6) the incurrence by the Company or any of its Restricted
        Subsidiaries of intercompany Indebtedness between or among the Company
        and any of its Restricted Subsidiaries; provided, however, that:

                        (A) if the Company or any Guarantor is the obligor on
                such Indebtedness and the payee is not the Company or a
                Guarantor, such Indebtedness must be expressly subordinated to
                the prior payment in full in cash of all Obligations then due
                with respect to the Notes, in the case of the Company, or the
                Subsidiary Guarantee, in the case of a Guarantor; and

                        (B) (i) any subsequent issuance or transfer of Equity
                Interests that results in any such Indebtedness being held by a
                Person other than the Company or a Restricted Subsidiary of the
                Company and (ii) any sale or other transfer of any such
                Indebtedness to a Person that is not either the Company or a
                Restricted Subsidiary of the Company;

                will be deemed, in each case, to constitute an incurrence of
                such Indebtedness by the Company or such Restricted Subsidiary,
                as the case may be, that was not permitted by this clause (6);

                (7) the issuance by any of the Company's Restricted Subsidiaries
        to the Company or to any of its Restricted Subsidiaries of shares of
        preferred stock; provided, however, that:

        (a) any subsequent issuance or transfer of Equity Interests that results
in any such preferred stock being held by a Person other than the Company or a
Restricted Subsidiary of the Company; and

        (b) any sale or other transfer of any such preferred stock to a Person
that is not either the Company or a Restricted Subsidiary of the Company;

        will be deemed, in each case, to constitute an issuance of such
        preferred stock by such Restricted Subsidiary that was not permitted by
        this clause (7);

                (8) the incurrence by the Company or any of its Restricted
        Subsidiaries of Hedging Obligations in the ordinary course of business;

                (9) the guarantee by the Company or any of the Guarantors of
        Indebtedness of the Company or a Restricted Subsidiary of the Company
        that was permitted to be incurred by another provision of this covenant;
        provided that if the Indebtedness being guaranteed is subordinated in
        right of payment to the Notes, then the guarantee shall be subordinated
        in right of payment to the same extent as the Indebtedness guaranteed;


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<PAGE>



                (10) the guarantee by any Foreign Subsidiary of Indebtedness of
        another Foreign Subsidiary that was permitted to be incurred by another
        provision of this covenant;

                (11) the incurrence by the Company or any of the Restricted
        Subsidiaries of Indebtedness in respect of letters of credit and bankers
        acceptances issued in the ordinary course and not supporting
        indebtedness, including in respect of workers' compensation claims,
        self-insurance obligations, performance and surety, appeal and similar
        bonds or indemnification, adjustment of purchase price or similar
        obligations incurred in connection with the disposition of any business
        or assets;

                (12) the incurrence by the Company or any of the Restricted
        Subsidiaries of Indebtedness arising from the honoring by a bank or
        other financial institution of a check, draft or similar instrument
        inadvertently drawn against insufficient funds, so long as such
        Indebtedness is covered within five business days;

                (13) Indebtedness of the Company or any of its Restricted
        Subsidiaries, to the extent the net proceeds thereof are promptly
        deposited to defease the Notes in accordance with Section 8.04 hereof;

                (14) the incurrence by the Company or any of the Restricted
        Subsidiaries of additional Indebtedness in an aggregate principal amount
        (or accreted value, as applicable) at any time outstanding not to exceed
        $40.0 million.

        The Company will not incur, and will not permit any Guarantor to incur,
any Indebtedness (including Permitted Debt) that is contractually subordinated
in right of payment to any other Indebtedness of the Company or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the applicable Subsidiary Guarantee on substantially identical
terms; provided, however, that no Indebtedness will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Company solely by virtue of being unsecured or by virtue of being secured on a
first or junior Lien basis.

        For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (14) above,
or is entitled to be incurred pursuant to paragraph (a) of this Section 4.09,
the Company will be permitted to classify such item of Indebtedness or any
portion thereof on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this
Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated under this Indenture will
initially be deemed to have been incurred on such date in reliance on the
exception provided by clause (1) of the definition of Permitted Debt. The
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock for purposes of this Section 4.09; provided, in each such
case, that the amount thereof is included in Fixed Charges of the Company as
accrued. Notwithstanding any other provision of this Section 4.09, the maximum
amount of Indebtedness that the Company or any Restricted Subsidiary may incur
pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a
result of fluctuations in exchange rates or currency values.


                                       53

<PAGE>



        The amount of any Indebtedness outstanding as of any date will be:

                (1) the accreted value of the Indebtedness, in the case of any
        Indebtedness issued with original issue discount;

                (2) the principal amount of the Indebtedness, in the case of any
        other Indebtedness; and

                (3) in respect of Indebtedness of another Person secured by a
        Lien on the assets of the specified Person, the lesser of:

                        (A) the Fair Market Value of such asset at the date of
                determination, and

                        (B) the amount of the Indebtedness of the other Person.

Section 4.10      Asset Sales.

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

                (1) the Company or the Restricted Subsidiary, as the case may
        be, receives consideration at the time of the Asset Sale at least equal
        to the Fair Market Value of the assets or Equity Interests issued or
        sold or otherwise disposed of; and

                (2) at least 75% of the consideration received in the Asset Sale
        by the Company or such Restricted Subsidiary is in the form of cash or
        Cash Equivalents. For purposes of this provision, each of the following
        will be deemed to be cash:

                        (A) any liabilities, as shown on the Company's most
                recent consolidated balance sheet, of the Company or any
                Restricted Subsidiary (other than contingent liabilities and
                liabilities that are by their terms subordinated in right of
                payment to the Notes or any Subsidiary Guarantee) that are
                assumed by the transferee of any such assets pursuant to a
                customary novation agreement that releases the Company or such
                Restricted Subsidiary from further liability;

                        (B) any securities, notes or other obligations received
                by the Company or any such Restricted Subsidiary from such
                transferee that are contemporaneously, subject to ordinary
                settlement periods, converted by the Company or such Restricted
                Subsidiary into cash or Cash Equivalents, to the extent of the
                cash or Cash Equivalents received in that conversion; and

                        (C) any property or assets that are used or useful in a
                Permitted Business, or Capital Stock (other than Disqualified
                Stock) of any Person engaged in a Permitted Business if, as a
                result of the acquisition by the Company or any Restricted
                Subsidiary thereof, that person becomes a Restricted Subsidiary.

        The 75% limitation referred to in clause (2) above will not apply to
any Asset Sale in which the cash or Cash Equivalents portion of the
consideration received therefrom, determined in accordance with subclauses (A),
(B) and (C) above, is equal to or greater than what the after-tax proceeds would
have been had that Asset Sale complied with the aforementioned 75% limitation.


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<PAGE>



        Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply those Net Proceeds:

                (1)     to repay Priority Lien Debt and, if the Priority Lien
                        Debt being repaid is revolving credit Indebtedness, to
                        correspondingly permanently reduce commitments with
                        respect thereto;

                (2)     to acquire all or substantially all of the assets of, or
                        any Capital Stock (other than Disqualified Stock) of,
                        another Permitted Business, if, after giving effect to
                        any such acquisition of Capital Stock (other than
                        Disqualified Stock), the Permitted Business is or
                        becomes a Restricted Subsidiary of the Company;

                (3)     to make a capital expenditure;

                (4)     to acquire other assets that are not classified as
                        current assets under GAAP and that are used or useful in
                        a Permitted Business;

                (5)     to repay any Indebtedness which is pari passu in right
                        of payment with the Notes, on a pro rata basis with the
                        Notes; or

                (6)     any combination of the foregoing.

Pending the final application of any Net Proceeds, the Company may temporarily
reduce indebtedness or otherwise invest the Net Proceeds in any manner that is
not prohibited by this Indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will make
an Asset Sale Offer to all Holders of Notes, and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets, to purchase the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

        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 those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.10, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.10 by virtue of such conflict.


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Section 4.11      Transactions with Affiliates.

        (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each, an "Affiliate Transaction"), unless:

                (1) the Affiliate Transaction is on terms that are no less
        favorable to the Company or the relevant Restricted Subsidiary than
        those that would have been obtained in a comparable transaction by the
        Company or such Restricted Subsidiary with an unrelated Person; and

                (2) the Company delivers to the Trustee:

                        (A) with respect to any Affiliate Transaction or series
                of related Affiliate Transactions involving aggregate
                consideration in excess of $2.0 million, a resolution of the
                Board of Directors set forth in an officers' certificate
                certifying that such Affiliate Transaction complies with this
                covenant and that such Affiliate Transaction has been approved
                by a majority of the disinterested members of the Board of
                Directors; and

                        (B) with respect to any Affiliate Transaction or series
                of related Affiliate Transactions involving aggregate
                consideration in excess of $20.0 million, an opinion as to the
                fairness to the Company or such Subsidiary of such Affiliate
                Transaction from a financial point of view issued by an
                accounting, appraisal or investment banking firm of national
                standing.

        (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

                (1) any employment agreement, employee benefit plan, officer and
        director indemnification agreement or any similar arrangement entered
        into by the Company or any of its Restricted Subsidiaries (including the
        payment of, or an agreement providing for the payment of, reasonable
        directors' fees) in the ordinary course of business;

                (2) transactions between or among the Company and/or its
        Restricted Subsidiaries;

                (3) transactions with a Person (other than an Unrestricted
        Subsidiary of the Company) that is an Affiliate of the Company solely
        because the Company owns, directly or through a Restricted Subsidiary,
        an Equity Interest in, or controls, such Person;

                (4) any issuance of Equity Interests (other than Disqualified
        Stock) of the Company to Affiliates of the Company;

                (5) Restricted Payments that do not violate the provisions of
        Section 4.07 hereof; and

                (6) loans or advances to employees in the ordinary course of
        business permitted by applicable law not to exceed $1.0 million in the
        aggregate at any one time outstanding.

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Section 4.12      Liens.

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

Section 4.13      Business Activities.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14      Corporate Existence.

        Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

                (1) its corporate existence, and the corporate, partnership or
        other existence of each of its Subsidiaries, in accordance with the
        respective organizational documents (as the same may be amended from
        time to time) of the Company or any such Subsidiary; and

                (2) the rights (charter and statutory), licenses and franchises
        of the Company and its Subsidiaries; provided, however, that the Company
        shall not be required to preserve any such right, license or franchise,
        or the corporate, partnership or other existence of any of its
        Subsidiaries, if the Board of Directors shall determine that the
        preservation thereof is no longer desirable in the conduct of the
        business of the Company and its Subsidiaries, taken as a whole, and that
        the loss thereof is not adverse in any material respect to the Holders
        of the Notes.

Section 4.15      Offer to Repurchase Upon Change of Control.

        (a) Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") at a purchase price
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Liquidated Damages, if any, on the Notes repurchased, if any, to
the date of purchase (the "Change of Control Payment"), subject to the rights of
Holders of the Notes on the relevant record date to receive interest due on the
relevant interest payment date that is prior to the date of repurchase. Within
30 days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and stating:

                (1) that the Change of Control Offer is being made pursuant to
        this Section 4.15 and that all Notes tendered will be accepted for
        payment;

                (2) the purchase price and the purchase date, which shall be no
        earlier than 30 days and no later than 60 days from the date such notice
        is mailed (the "Change of Control Payment Date");

                (3) that any Note not tendered will continue to accrue interest;


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                (4) that, unless the Company defaults in the payment of the
        Change of Control Payment, all Notes accepted for payment pursuant to
        the Change of Control Offer will cease to accrue interest after the
        Change of Control Payment Date;

                (5) that Holders electing to have any Notes purchased pursuant
        to a Change of Control Offer will be required to surrender the Notes,
        with the form entitled "Option of Holder to Elect Purchase" attached to
        the Notes completed, or transfer by book-entry transfer, to the Paying
        Agent at the address specified in the notice prior to the close of
        business on the third Business Day preceding the Change of Control
        Payment Date;

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

                (7) that Holders whose Notes are being purchased only in part
        will be issued new Notes equal in principal amount to the unpurchased
        portion of the Notes surrendered, which unpurchased portion must be
        equal to $1,000 in principal amount or an integral multiple thereof.

        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 those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such compliance.

        (b) On the Change of Control Payment Date, the Company will, to the
extent lawful:

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

                (2) deposit with the Paying Agent an amount equal to the Change
        of Control Payment in respect of all Notes or portions of Notes properly
        tendered; and

                (3) deliver or cause to be delivered to the Trustee the Notes
        properly accepted together with an officers' certificate stating the
        aggregate principal amount of Notes or portions of Notes being purchased
        by the Company.

        The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple of $1,000. Unless the Company
defaults on the Change of Control Payment, any Note accepted for payment will
cease to accrue interest on or after the Change of Control Payment Date.

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


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        (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer, or (2) notice of redemption
has been given pursuant to Section 3.07 hereof, unless and until there is a
default in payment of the applicable redemption price.

Section 4.16      No Amendment of Subordination Provisions in Existing
Subordinated Notes.

        Without the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, the Company will not amend,
modify or alter the Subordinated Note Indenture in any way to:

                (1) increase the rate of or change the time for payment of
        interest on any Subordinated Notes;

                (2) increase the principal of, advance the final maturity date
        of or shorten the Weighted Average Life to Maturity of any Subordinated
        Notes;

                (3) alter the redemption provisions or increase the price or
        terms at which the Company is required to offer to purchase any
        Subordinated Notes; or

                (4) amend the provisions of Article 8 of the Subordinated Note
        Indenture (which relate to subordination).

Section 4.17      Limitation on Issuances and Sales of Equity Interest in
Restricted Subsidiaries.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, transfer, convey, sell or otherwise dispose of any Capital
Stock in any Restricted Subsidiary of the Company to any Person (other than the
Company or a Wholly-Owned Restricted Subsidiary of the Company), unless:

                (1) such transfer, conveyance, sale or other disposition is of
        all the Equity Interests in such Restricted Subsidiary;

                (2) the Net Proceeds from such transfer, conveyance, sale or
        other disposition are applied in accordance with Section 4.10 hereof ;

                (3) such issuances of shares of Capital Stock constituting
        directors' qualifying shares or issuances to foreign nationals of shares
        of Capital Stock of a Foreign Subsidiary, in each case to the extent
        required by applicable law; and

                (4) if, immediately after giving effect to such issuance or
        sale, such Restricted Subsidiary would no longer constitute a Restricted
        Subsidiary and any investment in such Person remaining after giving
        effect to such issuance or sale would have been permitted to be made
        pursuant to Section 4.07 hereof if made on the date of such issuance or
        sale.

Section 4.18      Payments for Consent.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holders of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or

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<PAGE>


the Notes unless such consideration is offered to be paid and is paid to all
Holders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

Section 4.19      Additional Subsidiary Guarantees.

        If the Company or any of its Restricted Subsidiaries acquires or
creates another Domestic Subsidiary after the date of this Indenture, then that
newly acquired or created Domestic Subsidiary will become a Guarantor and
execute a supplemental indenture and deliver an opinion of counsel satisfactory
to the Trustee within 20 business days of the date on which it was acquired or
created. The form of such Subsidiary Guarantee is attached as Exhibit E hereto.

Section 4.20      Designation of Restricted and Unrestricted Subsidiaries.

        The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
Fair Market Value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under Section 4.07 hereof or
under one or more clauses of the definition of Permitted Investments, as
determined by the Company. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolutions of the Board of Directors giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date by Section 4.09 hereof, the Company will be in default
of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted by Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

Section 4.21      Collateral.

(1)     The Company and the Guarantors shall furnish to the Trustee, no later
        than 45 days after the date of this Indenture, an Opinion of Counsel
        from counsel in each state where the real property portion of the
        Collateral is located, stating that the Mortgage(s) applicable to the
        real property located in such state constitutes a valid, binding and
        enforceable obligation of the grantor or mortgagor of each such
        mortgage, as well as such other matters incident to the transactions
        contemplated by this Agreement as the Trustee may reasonably require.


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(2)     The Company and the Guarantors shall furnish to the Trustee, no later
        than 45 days after the date of this Indenture, an ALTA loan policy
        -1970 Form B Extended Coverage title insurance policy verifying the
        second priority perfected security interest in the real property
        portion of the Collateral, in amounts and containing such endorsements
        and affirmative coverage to title insurance consistent with the title
        insurance for the Priority Liens.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets.

        The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

                (1) either:

                        (A) the Company is the surviving corporation; or

                        (B) the Person formed by or surviving any such
                consolidation or merger (if other than the Company) or to which
                such sale, assignment, transfer, conveyance or other disposition
                has been made is a corporation organized or existing under the
                laws of the United States, any state of the United States or the
                District of Columbia;

                (2) the Person formed by or surviving any such consolidation or
        merger (if other than the Company) or the Person to which such sale,
        assignment, transfer, conveyance or other disposition has been made
        assumes all the obligations of the Company under the Notes, this
        Indenture, the Registration Rights Agreement and the Security Documents
        pursuant to agreements reasonably satisfactory to the Trustee;

                (3) immediately before and after giving effect to such
        transaction, no Default or Event of Default shall have occurred and is
        continuing; and

                (4) the Company or the Person formed by or surviving any such
        consolidation or merger (if other than the Company), or to which such
        sale, assignment, transfer, conveyance or other disposition has been
        made:

                        (A) will have Consolidated Net Worth immediately after
                the transaction equal to or greater than the Consolidated Net
                Worth of the Company immediately preceding the transaction; and

                        (B) will, on the date of such transaction after giving
                pro forma effect thereto and any related financing transactions
                as if the same had occurred at the beginning of the applicable
                four-quarter period, be permitted to incur at least $1.00 of
                additional Indebtedness pursuant to the Fixed Charge Coverage
                Ratio test set forth in paragraph (a) of Section 4.09 hereof.

        In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to:


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                (1) a consolidation or merger of the Company with an Affiliate
        solely for the purpose of reincorporating the Company in another
        jurisdiction; and

                (2) any sale, transfer, assignment, conveyance, lease or other
        disposition of assets between or among the Company and its Restricted
        Subsidiaries.

Section 5.02      Successor Corporation Substituted.

        Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.

                                  ARTICLE 6.
                           DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

        Each of the following is an "Event of Default":

                (1) defaults for 30 days in the payment when due of interest on,
        or Liquidated Damages with respect to, the Notes;

                (2) defaults in payment when due of the principal of, or
        premium, if any, on the Notes,;

                (3) default in the payment of principal of and interest on Notes
        required to be purchased pursuant to an offer to purchase as described
        under Section 4.10 and Section 4.15 when due and payable;

                (4) failure to perform or comply with any of the provisions
        described under Section 5.01;

                (5) failure by the Company or any of its Restricted Subsidiaries
        to perform any other covenant or agreement in this Indenture or the
        Notes or the Security Documents for 60 days after written notice to the
        Company by the Trustee or the Holders of at least 25% in aggregate
        principal amount of the Notes then outstanding voting as a single class;

                (6) default under the terms of one or more instruments
        evidencing or securing Indebtedness of the Company or any of its
        Restricted Subsidiaries having an outstanding principal amount of $20.0
        million or more individually or in the aggregate that has resulted in
        the acceleration of the payment of such Indebtedness or failure to pay
        principal when due at the Stated Maturity of any such Indebtedness;


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<PAGE>



                (7) the ordering of a final judgment or judgments (not subject
        to appeal) against the Company or any of its Restricted Subsidiaries in
        an amount of $10.0 million or more which remains undischarged or
        unstayed for a period of 60 days after the date on which the right to
        appeal has expired;

                (8) the denial or disaffirmation by the Company or any of its
        Restricted Subsidiaries, or any Person acting on behalf of any of them,
        in writing, of any material obligation of the Company or any of its
        Restricted Subsidiaries set forth in or arising under any Security
        Documents;

                (9) the Company or any of its Restricted Subsidiaries that is a
        Significant Subsidiary or any group of Restricted Subsidiaries of the
        Company that, taken together, would constitute a Significant Subsidiary
        pursuant to or within the meaning of Bankruptcy Law:

                        (A) commences a voluntary case,

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

                        (C) consents to the appointment of a custodian of it or
                for all or substantially all of its property,

                        (D) makes a general assignment for the benefit of its
                creditors, or

                        (E) generally is not paying its debts as they become
                due;

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

                        (A) is for relief against the Company or any of its
                Restricted Subsidiaries that is a Significant Subsidiary or any
                group of Restricted Subsidiaries of the Company that, taken
                together, would constitute a Significant Subsidiary in an
                involuntary case;

                        (B) appoints a custodian of the Company or any of its
                Restricted Subsidiaries that is a Significant Subsidiary or any
                group of Restricted Subsidiaries of the Company that, taken
                together, would constitute a Significant Subsidiary or for all
                or substantially all of the property of the Company or any of
                its Restricted Subsidiaries that is a Significant Subsidiary or
                any group of Restricted Subsidiaries of the Company that, taken
                together, would constitute a Significant Subsidiary; or

                        (C) orders the liquidation of the Company or any of its
                Restricted Subsidiaries that is a Significant Subsidiary or any
                group of Restricted Subsidiaries of the Company that, taken
                together, would constitute a Significant Subsidiary;

                and, in each case, the order or decree remains unstayed and in
                effect for 60 consecutive days; or

                (11) any Subsidiary Guarantee from a Significant Subsidiary, or
        any group of Restricted Subsidiaries that, taken together, would
        constitute a Significant Subsidiary, ceases to be in full force and
        effect or is declared null and void and unenforceable or is found to be
        invalid or a Guarantor denies in writing its liability under the
        Subsidiary Guarantee (other than by reason of a release of such
        Guarantor from the Subsidiary Guarantee in accordance with the terms of
        this Indenture, the Security Documents and the Subsidiary Guarantee);
        and


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(12)     except as permitted by this Indenture, any Security Document or any
        Note Lien purported to be granted thereby on an asset or assets fails
        to constitute a valid and (to the extent required by the Security
        Documents) perfected Lien on any material part of the Collateral
        purported to be subject thereto.

Section 6.02      Acceleration.

        In the case of an Event of Default specified in clause (9) or (10) of
Section 6.01 hereof, with respect to the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately provided, that so long as the Credit Agreement shall be in full
force and effect, if an event of default shall have occurred and be continuing
(other than as specified under clause (9) or (10) of Section 6.01 hereof), the
Notes shall not become due and payable until the earlier to occur of (1) five
Business Days following delivery of a written notice of such acceleration of the
Notes to the agent under the Credit Agreement, if such Event of Default has not
been cured prior to such fifth Business Day, and (2) the acceleration of any
Indebtedness under the Credit Agreement.

        Upon any such declaration, the Notes shall become due and payable
immediately.

        The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration or waive any existing Default or Event of
Default and its consequences except a continuing Default or Event of Default in
the payment of principal of, interest or Liquidated Damages on, the Notes.

        If an Event of Default occurs on or after November 15, 2008 by reason
of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to November 15,
2008 by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on November 15 of the
years set forth below, as set forth below (expressed as a percentage of the
principal amount of the Notes on the date of payment that would otherwise be due
but for the provisions of this sentence):

        Year                                                     Percentage
        ----                                                     ----------
        2003....................................................   8.750%
        2004....................................................   7.875%
        2005....................................................   7.000%
        2006....................................................   6.125%
        2007....................................................   5.250%


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Section 6.03      Other Remedies.

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

        The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04      Waiver of Past Defaults.

        Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05      Control by Majority.

        Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default if it determines that
withholding Notes is in their interest, except a Default or Event of Default
relating to the payment of principal of, or interest or Liquidated Damages on,
the Notes.

Section 6.06      Limitation on Suits.

        Subject to the provisions of this Indenture relating to the duties of
the Trustee, in case an Event of Default occurs and is continuing, the Trustee
will be under no obligation to exercise any of the rights or powers under this
Indenture at the request or direction of any Holders of Notes unless such
Holders have offered to the Trustee reasonable indemnity or security against any
loss, liability or expense. Except to enforce the right to receive payment of
principal, premium, if any or interest when due, a Holder may pursue a remedy
with respect to this Indenture or the Notes only if:

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

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


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

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

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

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

Section 6.07      Rights of Holders of Notes to Receive Payment.

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note then outstanding to receive payment of principal, premium, if
any, and Liquidated Damages, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

Section 6.08      Collection Suit by Trustee.

        If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09      Trustee May File Proofs of Claim.

        The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property, to participate as
a member, voting or otherwise, of any official committee of creditors appointed
in any such matter, and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition


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affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.10      Priorities.

        If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

                First: to the Trustee, its agents and attorneys for amounts due
        under Section 7.07 hereof, including payment of all compensation,
        expenses and liabilities incurred, and all advances made, by the Trustee
        and the costs and expenses of collection;

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

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

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

Section 6.11      Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01      Duties of Trustee.

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

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

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


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                (2) in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture. However, the Trustee will examine the certificates and
        opinions to determine whether or not they conform to the requirements of
        this Indenture but need not confirm or investigate the accuracy of
        mathematical calculations or other facts stated therein or otherwise
        verify the contents thereof.

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

                (1) this paragraph does not limit the effect of paragraph (b) of
        this Section 7.01;

                (2) the Trustee will 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; and

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

        (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

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

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

Section 7.02      Rights of Trustee.

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

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

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

        (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.


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

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

        (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless a written notice of any event which is in fact a
Default or Event of Default is received at the Corporate Trust Office of the
Trustee.

        (h) The Trustee shall have no duty (i) to cause the maintenance of any
insurance or (ii) to see to the payment or discharge of any tax levied against
any part of the Collateral.

Section 7.03      Individual Rights of Trustee.

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

Section 7.04      Trustee's Disclaimer.

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

Section 7.05      Notice of Defaults.

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

Section 7.06      Reports by Trustee to Holders of the Notes.

        (a) Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be


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transmitted). The Trustee also will comply with TIA ss. 313(b)(2). The Trustee
will also transmit by mail all reports as required by TIA ss. 313(c).

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

Section 7.07      Compensation and Indemnity.

        (a) The Company and the Guarantors will pay to the Trustee from time to
time reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee's compensation will not be limited by any law on
compensation of a trustee of an express trust. The Company and the Guarantors
will reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

        (b) The Company and the Guarantors will indemnify the Trustee against
any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor will defend the claim and the Trustee will cooperate
in the defense. The Trustee may have separate counsel and the Company will pay
the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

        (c) The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.

        (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.

        (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(9) or (10) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

        (f) The Trustee will comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

Section 7.08      Replacement of Trustee.

        (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.


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

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

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

                (3) a custodian or public officer takes charge of the Trustee or
        its property; or

                (4) the Trustee becomes incapable of acting.

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

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

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

        (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09      Successor Trustee by Merger, etc.

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

Section 7.10      Eligibility; Disqualification.

        There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.



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

Section 7.11      Preferential Collection of Claims Against Company.

        The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

        The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, and at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02      Legal Defeasance and Discharge.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Subsidiary Guarantees), which will thereafter
be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (1) and (2) below,
and to have satisfied all their other obligations under such Notes , the
Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:

                (1) the rights of Holders of outstanding Notes to receive
        payments in respect of the principal of, or interest or premium and
        Liquidated Damages, if any, on such Notes when such payments are due
        from the trust referred to in Section 8.04 hereof;

                (2) the Company's obligations with respect to such Notes under
        Article 2 and Section 4.02 hereof;

                (3) the rights, powers, trusts, duties and immunities of the
        Trustee hereunder; and the Company's and the Guarantors' obligations in
        connection therewith; and

                (4) this Article 8.

        Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.


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Section 8.03      Covenant Defeasance.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19,
4.20, 4.21 hereof and clauses (3) and (4) of Section 5.01 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.04 hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
will 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 will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and
Subsidiary Guarantees, the Company and the Guarantors may omit to comply with
and will 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 will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Subsidiary Guarantees will be unaffected thereby.
In addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5)
hereof will not constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

                (1) the Company must irrevocably deposit with the Trustee, in
        trust, for the benefit of the Holders, cash in U.S. dollars, noncallable
        Government Securities, or a combination thereof, in such amounts as will
        be sufficient, in the opinion of a nationally recognized investment
        bank, appraisal firm, or firm of independent public accountants, to pay
        the principal of, premium and Liquidated Damages, if any, and interest
        on the outstanding Notes on the stated date for payment thereof or on
        the applicable redemption date, as the case may be, and the Company must
        specify whether the Notes are being defeased to such stated date for
        payment or to a particular redemption date;

                (2) in the case of an election under Section 8.02 hereof, the
        Company must deliver to the Trustee an Opinion of Counsel reasonably
        acceptable to the Trustee confirming that:

                        (A) the Company has received from, or there has been
                published by, the Internal Revenue Service a ruling; or

                        (B) since the date of this Indenture, there has been a
                change in the applicable federal income tax law,

                in either case to the effect that, and based thereon such
                Opinion of Counsel shall confirm that, the Holders of the
                outstanding Notes will not recognize income, gain or loss for
                federal income tax purposes as a result of such Legal
                Defeasance and will be subject to federal income tax on the
                same amounts, in the same manner and at the same times as
                would have been the case if such Legal Defeasance had not
                occurred;


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<PAGE>


                (3) in the case of an election under Section 8.03 hereof, the
        Company must deliver to the Trustee an Opinion of Counsel reasonably
        acceptable to the Trustee confirming that the Holders of the outstanding
        Notes will not recognize income, gain or loss for federal income tax
        purposes as a result of such Covenant Defeasance and will be subject to
        federal income tax on the same amounts, in the same manner and at the
        same times as would have been the case if such Covenant Defeasance had
        not occurred;

                (4) 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 borrowing of funds to be applied to such
        deposit) and the deposit will not result in a breach or violation of, or
        constitute a default under, any other instrument to which the Company or
        any Guarantor is a party or by which the Company or any Guarantor is
        bound;

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

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

                (7) the Company must deliver to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent provided for or relating to the Legal Defeasance or the
        Covenant Defeasance have been complied with.

Section 8.05      Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions.

        Subject to Section 8.06 hereof, all money and noncallable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

        The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or noncallable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

        Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or noncallable Government Securities held by it as provided in
Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


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Section 8.06      Repayment to Company.

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

Section 8.07      Reinstatement.

        If the Trustee or Paying Agent is unable to apply any United States
dollars or noncallable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Subsidiary Guarantees will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium or Liquidated Damages, if any, or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

        Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees, the Security Documents or the Notes without the consent
of any Holder of a Note:

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

                (2) to provide for uncertificated Notes in addition to or in
        place of certificated Notes;

                (3) to provide for the assumption of the Company's or a
        Guarantor's obligations to the Holders of the Notes by a successor to
        the Company pursuant to Article 5 or Article 10 hereof;

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

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


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                (6) to conform the text of this Indenture, the Security
        Documents or the Notes to any provision of the "Description of Notes"
        Section of the Company's Offering Memorandum dated November 12, 2003,
        relating to the initial offering of the Notes, to the extent that such
        provision in that "Description of Notes" was intended to be a verbatim
        recitation of a provision of this Indenture, the Subsidiary Guarantees,
        the Security Documents or the Notes;

                (7) to add any additional assets to the Collateral;

                (8) to reflect the grant of Liens on the Collateral for the
        benefit of an additional secured party, to the extent that such
        Indebtedness and the Lien securing such Indebtedness is permitted by the
        terms of this Indenture;

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

                (10) to allow any Guarantor to execute a supplemental indenture
        and/or a Subsidiary Guarantee with respect to the Notes.

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

Section 9.02      With Consent of Holders of Notes.

        Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including,
without limitation, Section 3.09, 4.10 and 4.15 hereof), the Subsidiary
Guarantees, the Security Documents and the Notes with the consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Liquidated Damages, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Subsidiary Guarantees or
the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

        Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.


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<PAGE>


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

        After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture, the Notes, the
Security Documents or the Subsidiary Guarantees. However, without the consent of
each Holder affected, an amendment, supplement or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):

                (1) reduce the principal amount of Notes whose Holders must
        consent to an amendment, supplement or waiver;

                (2) reduce the principal of or change the fixed maturity of any
        Note or alter the provisions with respect to the redemption of the Notes
        except as provided above with respect to Sections 3.09, 4.10 and 4.15
        hereof;

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

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

                (5) make any Note payable in currency other than that stated in
        the Notes;

                (6) make any change in the provisions of this Indenture relating
        to waivers of past Defaults (other than to add sections of this
        Indenture subject thereto) or the rights of Holders of Notes to receive
        payments of principal of, or interest or premium or Liquidated Damages,
        if any, on the Notes;

                (7) waive a redemption payment with respect to any Note (other
        than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

                (8) release any Guarantor from any of its obligations under its
        Subsidiary Guarantee or this Indenture, except in accordance with the
        terms of this Indenture.

                (9) release all or substantially all of the Collateral from the
        Liens created by the Security Documents except as specifically provided
        for in this Indenture and the Security Documents; or

                (10) make any change in the foregoing amendment and waiver
        provisions.

Section 9.03      Compliance with Trust Indenture Act.

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


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Section 9.04      Revocation and Effect of Consents.

        Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05      Notation on or Exchange of Notes.

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

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

Section 9.06      Trustee to Sign Amendments, etc.

        The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. In
executing any amended or supplemental indenture, the Trustee will be entitled to
receive and (subject to Section 7.01 hereof) will be fully protected in relying
upon, in addition to the documents required by Section 14.04 hereof, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture and that the amended or supplemental indenture has been duly
authorized, executed and delivered and is enforceable in accordance with its
terms (subject to customary exceptions), and such amended or supplemental
indenture is in compliance with the TIA.

                                  ARTICLE 10.
                          COLLATERAL AND SECURITY

Section 10.01     Security Documents.

        (a) The payment of the principal of and interest and premium and
Liquidated Damages, if any, on, the Notes and the payment and performance of all
Note Obligations are secured as provided in the Security Documents which the
Company and the Guarantors have entered into simultaneously with the execution
and delivery of this Indenture and will be secured by all Security Documents
hereafter delivered as required or permitted by this Indenture.

        (b) The Company will, and will cause each of the Guarantors to, do or
cause to be done all acts and things which may be required, or which the
Collateral Agent from time to time may reasonably request, to assure and confirm
that the Collateral Agent holds, for the benefit of the holders of Note
Obligations, duly created, enforceable and perfected Liens upon the Collateral
as contemplated by this Indenture and the Security Documents.


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Section 10.02     Collateral Agent.

        (a) The Trustee will act as Collateral Agent and as Collateral Agent,
will be entitled to the protections, immunities and indemnities afforded the
Trustee.

        (b) The Collateral Agent is authorized and empowered to appoint one or
more co-Collateral Agents as it deems necessary or appropriate.

        (c) Neither the Trustee nor the Collateral Agent nor any of their
respective officers, directors, employees, attorneys or agents will be
responsible for the existence, genuineness, value or protection of any
Collateral, for the legality, enforceability, effectiveness or sufficiency of
the Security Documents, for the creation, perfection, priority, sufficiency or
protection of any Note Lien, or for any failure to demand, collect, foreclose or
realize upon or otherwise enforce any of the Note Liens or Security Documents or
for any delay in doing so.

        (d) The Collateral Agent will be subject to such directions as may be
given it by the Trustee from time to time as required or permitted by this
Indenture. Except as directed by the Trustee and as required or permitted by
this Indenture, the Collateral Agent will not be obligated:

                (1) to act upon directions purported to be delivered to it by
            any other Person;

                (2) to foreclose upon or otherwise enforce any Note Lien; or

                (3) to take any other action whatsoever with regard to any or
            all of the Note Liens, Security Documents or Collateral.

        (e) The Collateral Agent will be accountable only for amounts that it
actually receives as a result of the enforcement of the Note Liens or Security
Documents.

        (f) In acting as Collateral Agent or co-Collateral Agent, the
Collateral Agent and each co-Collateral Agent may rely upon and enforce each and
all of the rights, powers, immunities, indemnities and benefits of the Trustee
under Article 7.

        (g) Each successor Trustee will become the successor Collateral Agent
as and when the successor Trustee becomes the Trustee.

        (h) At all times when the Trustee is not itself the Collateral Agent,
the Company will deliver to the Trustee copies of all Second-Lien Security
Documents delivered to the Collateral Agent and copies of all documents
delivered to the Collateral Agent pursuant to the Second-Lien Security
Documents.

Section 10.03     Authorization of Actions to Be Taken.

        (a) Each Holder of Notes, by its acceptance thereof, consents and
agrees to the terms of each Security Document, as originally in effect and as
amended, supplemented or replaced from time to time in accordance with its terms
or the terms of this Indenture, authorizes and directs the Trustee and the
Collateral Agent to enter into the Security Documents, and authorizes and
empowers the Trustee and the Collateral Agent to bind the Holders of Notes and
other holders of Note Obligations as set forth in the Security Documents and to
perform its obligations and exercise its rights and powers thereunder.

        (b) The Trustee and the Collateral Agent are authorized and empowered
to receive for the benefit of the Holders of Notes any funds collected or
distributed under the Security Documents and to


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<PAGE>


make further distributions of such funds to the Holders of Notes according to
the provisions of this Indenture.

        (c) Subject to the provisions of Sections 7.01 and 7.02 and Article 13,
the Trustee may, in its sole discretion and without the consent of the Holders
of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to
take all actions it deems necessary or appropriate in order to:

                (1) foreclose upon or otherwise enforce any or all of the Note
        Liens;

                (2) enforce any of the terms of the Security Documents; or

                (3) collect and receive payment of any and all Note Obligations.

The Trustee is authorized and empowered to institute and maintain, or direct the
Collateral Agent to institute and maintain, such suits and proceedings as it may
deem expedient to protect or enforce the Note Liens or the Security Documents or
to prevent any impairment of Collateral by any acts that may be unlawful or in
violation of the Security Documents or this Indenture, and such suits and
proceedings as the Trustee or the Collateral Agent may deem expedient to
preserve or protect its interests and the interests of the Holders of Notes in
the Collateral, including power to institute and maintain suits or proceedings
to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests
of Holders of Notes, the Trustee or the Collateral Agent.

Section 10.04     Release of Note Liens.

        (a) The Note Liens will be released in whole:

                (1) upon payment in full of the principal of, and accrued and
        unpaid interest, premium and Liquidated Damages, if any, on the
        Notes and payment in full of all other Note Obligations that are
        due and payable at or prior to the time such principal, accrued
        and unpaid interest, premium and Liquidated Damages, if any, are
        paid;

                (2) upon satisfaction and discharge of this Indenture in
        accordance with the terms hereof; or

                (3) upon a Legal Defeasance or Covenant Defeasance in
        accordance with the provisions of Section 8.01, 8.02, 8.03 and
        8.04.

        (b) The Note Liens will be released in part with respect to any asset
constituting Collateral:

                (1) upon delivery by the Company to the Trustee and the
        Collateral Agent of an Officers' Certificate certifying that
        the asset has been sold or otherwise disposed of by the
        Company or a Guarantor to a Person other than the Company or a
        Guarantor in a transaction permitted by this Indenture, at the
        time of such sale or disposition; or

                (2) upon delivery by the Company to the Trustee and the
        Collateral Agent of an Officers' Certificate certifying that
        the asset is owned or has been acquired by a Guarantor that
        has been released from its Note Guarantee (including by virtue
        of a Subsidiary Guarantor becoming an Unrestricted
        Subsidiary).


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<PAGE>


        (c) Upon delivery to the Trustee and the Collateral Agent of an
Officers' Certificate requesting release of the Note Liens pursuant to Section
10.04(a) or 10.04(b), accompanied by:

                (1) an Opinion of Counsel confirming that such release is
        required by Section 10.04(a) or 10.04(b), as the case may be;

                (2) all instruments requested by the Company to effectuate or
        confirm such release; and

                (3) such other certificates and documents as the Trustee or
        Collateral Agent may reasonably request to confirm the matters set forth
        in Section 10.04(a) or 10.04(b), as the case may be,

the Trustee will, if such instruments and confirmation are reasonably
satisfactory to the Trustee and Collateral Agent, instruct the Collateral Agent
to execute and deliver, and the Collateral Agent will promptly execute and
deliver, such instruments.

        (d) All instruments effectuating or confirming any release of any Note
Liens will have the effect solely of releasing such Note Liens as to the
Collateral described therein, on customary terms and without any recourse,
representation, warranty or liability whatsoever.

        (e) The Trustee is not required to serve, file, register or record any
instrument releasing Collateral.

        (f) The Company will bear and pay all costs and expenses associated
with any release of Note Liens pursuant to this Section 10.04, including all
reasonable fees and disbursements of any attorneys or representatives acting for
the Trustee or for the Collateral Agent

Section 10.05     Recording and Opinions.

        (a) The Company and the Guarantors will furnish to the Collateral Agent
and the Trustee (i) immediately prior to the issuance of the Exchange
Securities and (ii) on November 1 of each year beginning with November 1, 2004,
an Opinion of Counsel, dated as of such date, either:

                (1) stating that, in the opinion of such counsel, (A) action has
        been taken with respect to the recording, registering, filing,
        re-recording, re-registering and re-filing of all supplemental
        indentures, financing statements, continuation statements or notices,
        recordings or other instruments of further assurance as is necessary to
        maintain the Liens intended to be created by the Security Documents and
        reciting the details of such action or referring to prior Opinions of
        Counsel in which such details are given, and (B) based on relevant laws
        as in effect on the date of such Opinion of Counsel, all financing
        statements and continuation statements have been executed and filed that
        are necessary as of such date and during the succeeding 12 months fully
        to preserve and perfect the Note Liens, to the extent the Note Liens can
        be perfected by the filing of a financing statement; or

                (2) stating that, in the opinion of such counsel, no such action
        is necessary to maintain such Liens as effective and perfected.

        (b) The Company and the Guarantors will otherwise comply with the
provisions of TIA ss.314(b).

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<PAGE>


        (c) To the extent applicable, the Company and the Guarantors will cause
TIA ss. 313(b), relating to reports, and TIA ss. 314(d), relating to the release
of property or securities from Note Liens or relating to the substitution
therefor of any property or securities to be subjected to the Lien of the
Security Documents, to be complied with. Any certificate or opinion required by
TIA ss. 314(d) may be made by an Officer of the Company except in cases where
TIA ss. 314(d) requires that such certificate or opinion be made by an
independent Person, which Person will be an independent engineer, appraiser or
other expert reasonably satisfactory to the Trustee and the Collateral Agent.

        (d) Notwithstanding anything to the contrary in this Article 10, the
Company will not be required to comply with all or any portion of TIA ss.314(d)
if it determines, in good faith based on advice of counsel, that under the terms
of TIA ss.314(d) and/or any interpretation or guidance as to the meaning thereof
of the Commission or its staff, including "no action"' letters or exemptive
orders, all or any portion of TIA ss.314(d) is inapplicable to one or a series
of released Collateral.

Section 10.06     Certificates of the Company.

        (a) The Company will furnish to the Trustee and the Collateral Agent,
prior to each proposed release of Collateral pursuant to the Security Documents:

                (1) all documents required by TIA ss.314(d); and

                (2) an Opinion of Counsel to the effect that such accompanying
        documents constitute all documents required by TIA ss.314(d).

        The Trustee may, to the extent permitted by Sections 7.01 and 7.02
hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

Section 10.07     Certificates of the Trustee.

        If any Collateral is released in accordance with this Indenture or any
Security Document at a time when the Trustee is not itself also the Collateral
Agent and if the Company has delivered the certificates and documents required
by the Security Documents and Section 10.06 hereof, the Trustee will determine
whether it has received all documentation required by TIA ss. 314(d) in
connection with such release and, based on such determination and the Opinion of
Counsel delivered pursuant to Section 10.06 hereof, will deliver a certificate
to the Collateral Agent setting forth such determination.

Section 10.08     Termination of Security Interest.

        Upon the payment in full of all Obligations of the Company under this
Indenture and the Notes, or upon Legal Defeasance, the Trustee will, at the
request of the Company, deliver a certificate to the Collateral Agent stating
that such Obligations have been paid in full, and instruct the Collateral Agent
to release the Liens pursuant to this Indenture and the Security Documents.

                                  ARTICLE 11.
                           SUBSIDIARY GUARANTEES

Section 11.01     Guarantee.

        (a) Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the


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<PAGE>


Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that:

                (1) the principal of, premium and Liquidated Damages, if any,
        and interest on the Notes will be promptly paid in full when due,
        whether at maturity, by acceleration, redemption or otherwise, and
        interest on the overdue principal of and interest on the Notes, if any,
        if lawful, and all other obligations of the Company to the Holders or
        the Trustee hereunder or thereunder will be promptly paid in full or
        performed, all in accordance with the terms hereof and thereof; and

                (2) in case of any extension of time of payment or renewal of
        any Notes or any of such other obligations, that same will be promptly
        paid in full when due or performed in accordance with the terms of the
        extension or renewal, whether at Stated Maturity, by acceleration or
        otherwise.

        Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

        (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

        (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated
in full force and effect.

        (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

Section 11.02     Limitation on Guarantor Liability.

        Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the


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Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will be limited to the maximum amount
that will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.03     Execution and Delivery of Subsidiary Guarantee.

        To evidence its Subsidiary Guarantee set forth in Section 11.01 hereof,
each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by an
Officer of such Guarantor either by manual or facsimile signature on each Note
authenticated and delivered by the Trustee and that this Indenture will be
executed on behalf of such Guarantor by one of its Officers.

        Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 hereof will remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

        If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will
be valid nevertheless.

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

        In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.19 hereof, the Company will cause such Domestic Subsidiary
to comply with the provisions of Section 4.19 hereof and this Article 11, to the
extent applicable.

Section 11.04     Guarantors May Consolidate, etc., on Certain Terms.

        Except as otherwise provided in Section 11.05 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless either:

                (1) subject to Section 11.05 hereof, such Guarantor is the
        surviving Person or the Person acquiring the property in any such sale
        or disposition or the Person formed by any such consolidation or merger
        assumes all the obligations of that Guarantor under this Indenture, its
        Subsidiary Guarantee and the Registration Rights Agreement pursuant to a
        supplemental indenture and appropriate Security Documents reasonably
        satisfactory to the Trustee; or

                (2) the Net Proceeds of such sale or other disposition are
        applied in accordance with the applicable provisions of this Indenture,
        including without limitation, Section 4.10 hereof.

        In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in


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form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be
signed any or all of the Subsidiary Guarantees to be endorsed upon all of the
Notes issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee. All the Subsidiary Guarantees so issued
will in all respects have the same legal rank and benefit under this Indenture
as the Subsidiary Guarantees theretofore and thereafter issued in accordance
with the terms of this Indenture as though all of such Subsidiary Guarantees had
been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.05     Releases.

        (a) In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the Capital
Stock of any Guarantor, by the Company or a Restricted Subsidiary of the
Company, then such Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee
will execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Subsidiary Guarantee.

        (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Subsidiary Guarantee. (c) Upon Legal
Defeasance in accordance with Article 8 hereof or satisfaction and discharge of
this Indenture in accordance with Article 12 hereof, each Guarantor will be
released and relieved of any obligations under its Subsidiary Guarantee.

        Any Guarantor not released from its obligations under its Subsidiary
Guarantee as provided in this Section 11.05 will remain liable for the full
amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article 11.

                                  ARTICLE 12.
                        satisfaction and discharge

Section 12.01      Satisfaction and Discharge.

        This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, and all security interests in the
Collateral created by the Security Documents in favor of the Holders will be
released when:


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                (1) either:

                        (a) all Notes that have been authenticated (except lost,
                stolen or destroyed Notes that have been replaced or paid and
                Notes for whose payment money has theretofore been deposited in
                trust and thereafter repaid to the Company), have been delivered
                to the Trustee for cancellation; or

                        (b) all Notes that have not been delivered to the
                Trustee for cancellation have become due and payable by reason
                of the mailing of a notice of redemption or otherwise or will
                become due and payable within one year and the Company or any
                Guarantor has irrevocably deposited or caused to be deposited
                with the Trustee as trust funds in trust solely for the benefit
                of the Holders, cash in U.S. dollars, noncallable Government
                Securities, or a combination thereof, in such amounts as will be
                sufficient, without consideration of any reinvestment of
                interest, to pay and discharge the entire Indebtedness on the
                Notes not delivered to the Trustee for cancellation for
                principal, premium and Liquidated Damages, if any, and accrued
                interest to the date of maturity or redemption;

                (2) no Default or Event of Default has occurred and is
        continuing on the date of such deposit (other than a Default or Event of
        Default resulting from the borrowing of funds to be applied to such
        deposit) and the deposit will not result in a breach or violation of, or
        constitute a default under, any other instrument to which the Company or
        any Guarantor is a party or by which the Company or any Guarantor is
        bound;

                (3) the Company or any Guarantor has paid or caused to be paid
        all sums payable by it under this Indenture; and

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

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

        Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Sections 12.02 and 8.06 will survive. In
addition, nothing in this Section 12.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02      Application of Trust Money.

        Subject to the provisions of Section 8.06 hereof, all money deposited
with the Trustee pursuant to Section 12.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

        If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 hereof by reason of any
legal proceeding or by reason of any order or


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judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's and any Guarantor's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.01 hereof; provided
that if the Company has made any payment of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.

                                  ARTICLE 13.
                           RANKING OF NOTE LIENS

Section 13.01     Agreement for the Benefit of Holders of Priority Liens.

        The Trustee and the Collateral Agent agree, and each Holder of Notes by
accepting a Note agrees, that (1) the Note Liens are, to the extent and in the
manner provided in this Article 13, junior and subordinate in ranking to all
Priority Liens, whenever granted, upon any present or future Collateral, but
only to the extent the Priority Liens secure Priority Lien Obligations, and the
Priority Liens, whenever granted, upon any present or future Collateral to the
extent, and only to the extent, securing the Priority Lien Obligations will be
prior and senior to the Note Liens and (2) that such agreements as to the
ranking of the Note Liens:

        (a) are enforceable by the holders of Priority Liens; and

        (b) will remain enforceable by the holders of Priority Liens until the
Discharge of the Priority Lien Obligations.

Section 13.02     Ranking.

        Notwithstanding (a) anything to the contrary contained in the this
Indenture or any of the Security Documents, (b) the time, order or method of
attachment of the Note Liens or the Priority Liens, (c) the time or order of
filing or recording of financing statements or other documents filed or recorded
to perfect any Lien upon any Collateral, (d) the time of taking possession or
control over any Collateral, (e) the rules for determining priority under the
Uniform Commercial Code or any other law governing relative priorities of
secured creditors, (f) that any Priority Lien may not have been perfected, (g)
that any Priority Lien may be or have become subordinated, by equitable
subordination or otherwise, to any other Lien, or (h) any other circumstance of
any kind or nature whatsoever, whether similar or dissimilar to any of the
foregoing, the Note Liens will in all circumstances be junior and subordinate in
ranking to all Priority Liens, whenever granted, upon any present or future
Collateral, but only to the extent such Priority Liens secure Priority Lien
Obligations, and the Priority Liens, whenever granted, upon any present or
future Collateral to the extent the Priority Liens secure the Priority Lien
Obligations will be prior and superior to the Note Liens.

Section 13.03     Collateral Sharing with Additional Notes.

        Any Additional Notes issued under this Indenture and permitted to be
incurred under the Credit Agreement and by Section 4.09 hereof will be treated
as Note Obligations for all purposes under this Indenture and the Security
Documents.


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Section 13.04     Restriction on Enforcement of Note Liens.

        (a) Until the Discharge of Priority Lien Obligations, the holders of
Priority Liens will have the exclusive right to manage, perform and enforce the
terms of the Priority Lien Documents with respect to all Collateral and to
exercise and enforce all privileges and rights thereunder as permitted by the
Priority Lien Documents and applicable law, including, without limitation, the
exclusive right to take any actions to enforce, collect, foreclose or realize
upon any Collateral. Subject to clauses (1) through (4) and Section 13.06 below,
the Holders of Notes will not authorize or instruct the Trustee, and the Trustee
will not, and will not authorize or direct any Person acting for it, or any
holder of Note Obligations, to exercise any right or remedy with respect to any
Collateral (including any right of set-off) or take any action to enforce,
collect or realize upon any Collateral, except that, in any event, any such
right or remedy may be exercised and any such action may be taken, authorized or
instructed:

                (1) without any condition or restriction whatsoever, at any time
        after the Discharge of Priority Lien Obligations;

                (2) as necessary to redeem any Collateral in a creditor's
        redemption permitted by law or to deliver any notice or demand necessary
        to enforce (subject to the prior Discharge of Priority Lien Obligations)
        any right to claim, take or receive proceeds of Collateral remaining
        after Discharge of Priority Lien Obligations in the event of foreclosure
        or other enforcement of any prior Lien;

                (3) as necessary to perfect a Lien upon any Collateral by any
        method of perfection except through possession or control; or

                (4) as necessary to prove, preserve or protect (but not enforce)
        the Note Liens,

        in each case, subject to the provisions of the Security Documents.

        (b) Except for payments received free from the Priority Liens as
provided in this Section, all proceeds of Collateral received by the Trustee or
the Collateral Agent at any time prior to the Discharge of Priority Lien
Obligations will be held by the Trustee or the Collateral Agent for account of
the holders of Priority Liens and remitted to the Priority Lien Agent upon
demand by the Priority Lien Agent. To the extent provided by applicable law, the
Note Liens will remain attached to and, subject to this Article 13, enforceable
against all proceeds so held or remitted.

        (c) Except for payments that are made from or constitute proceeds of
property subject to Priority Liens and that are received by the Trustee or the
Collateral Agent or any holder of Note Obligations at any time prior to the
Discharge of Priority Lien Obligations and after (i) the commencement of any
Insolvency or Liquidation Proceeding in respect of the Company or the grantor of
any Priority Lien or (ii) the Trustee has received written notice from the
Priority Lien Agent stating that (A) the Priority Lien Debt has become due and
payable in full (whether at maturity, upon acceleration or otherwise) or (B) the
holders of Priority Liens have become entitled to, and desire to, enforce any or
all of the Priority Liens by reason of a default under Priority Lien Documents:

                (1) no payment of money (or the equivalent of money) made by the
        Company or a Guarantor to the Trustee, the Collateral Agent, any Holder
        of Notes or any other holder of Note Obligations (including, without
        limitation, payments and prepayments made for application to Note
        Obligations and all other payments and deposits made pursuant to any
        provision of this Indenture, the Notes, the Guarantees or the Security
        Documents) will in any event be subject to


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<PAGE>


        the foregoing provisions of this Section 13.04 or otherwise affected
        by any of the provisions of Article 13; and

                (2) all payments permitted to be received under Section
        13.04(c)(1) will be received by the Trustee, the Collateral Agent, the
        Holders of Notes and the other holders of Note Obligations free from the
        Priority Liens and all other Liens thereon except the Note Liens.

Section 13.05     Insolvency or Liquidation Proceedings.

(a) The provisions of Article 13 will be applicable both before and after the
filing of any petition by or against any Obligor under any insolvency or
bankruptcy law and all converted or succeeding cases in respect thereof, and all
references herein to any Obligor shall be deemed to apply to the trustee for
such Obligor and such Obligor as a debtor-in-possession. The relative rights of
secured creditors in or to any distributions from or in respect of any
Collateral or proceeds of Collateral shall continue after the filing of such
petition on the same basis as prior to the date of such filing, subject to any
court order approving the financing of, or use of cash collateral by any Obligor
as debtor-in-possession.

        Without limiting the other provisions of the indenture, upon the
commencement of a case under the Bankruptcy Code by or against any Obligor:

                (1) the Priority Lien Documents shall remain in full force and
        effect and enforceable pursuant to their respective terms.

                (2) in any such case under the Bankruptcy Code, the Trustee and
        each of the Holders of Notes (a) agree not to take any action or vote in
        any way so as to contest (i) the validity or enforceability of any of
        the Priority Lien Documents or any of the Priority Lien Obligations
        thereunder, (ii) the validity, priority or enforceability of the Liens,
        mortgages, assignments and security interests granted pursuant to the
        Priority Lien Documents with respect to the Priority Lien Obligations,
        or (iii) the relative rights and duties of the holders of the Priority
        Lien Obligations and the Note Obligations granted and/or established in
        any Priority Lien Document with respect to such Liens, mortgages,
        assignments and security interests, and (b) acknowledge that the
        Priority Lien Obligations include interest accruing on or after the
        filing of any petition in bankruptcy or for reorganization, only to the
        extent a claim for post-petition interest is allowed in any such case.

                (3) so long as any Priority Lien Obligations are outstanding,
        without the express written consent of the Priority Lien Agent, none of
        the Trustee or the Holders of Notes (or their representatives) shall (a)
        with respect to any rights under any Priority Lien Documents or
        applicable law, seek in respect of any part of the Collateral or
        proceeds thereof or any Lien which may exist thereon, any relief from or
        modification of the automatic stay as provided in Section 362 of the
        Bankruptcy Code, (b) oppose or object to the determination of the extent
        of any Liens held by any of the holders of the Priority Lien Obligations
        or the value of any claims of holders of the Priority Lien Obligations
        under Section 506(a) of the Bankruptcy Code, or (c) oppose or object to
        the payment of interest and expenses as provided under Sections 506(b)
        and (c) of the Bankruptcy Code.

        If, in any Insolvency or Liquidation Proceeding and prior to the
Discharge of Priority Lien Obligations, all of the Lenders (or such number of
the Lenders as may have the power to bind all of them):


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                (1)     consent to any order for use of cash collateral or agree
                        to the extension of any Priority Lien Debt to any
                        Obligor;

                (2)     consent to any order granting any priming lien,
                        replacement lien, cash payment or other relief on
                        account of Priority Lien Obligations as adequate
                        protection (or its equivalent) for the interests of the
                        holders of Priority Liens in the property subject to
                        such Priority Liens; or

                (3)     consent to any order relating to a sale of assets of the
                        Company or any Guarantor that:

                        (i) provides, to the extent the sale is to be free
                and clear of Liens, that all Priority Liens and Note Liens
                shall attach to the proceeds of the sale; and

                        (ii) grants Credit Bid Rights to the Holders of Notes,

then, so long as none of the Lenders, the Priority Lien Agent or any
representative acting for one or more of the Lenders in any respect opposes or
otherwise contests any request made by the holders of Note Obligations for the
grant to the Collateral Agent, for the benefit of the holders of Note
Obligations and as adequate protection (or its equivalent) for the Collateral
Agent's interest in the Collateral under the Note Liens, of a junior lien upon
any property upon which a Lien is (or is to be) granted under such order to
secure the Priority Lien Obligations, co-extensive in all respects with, but
subordinated (as set forth in this Article 13) in all respects to, such Lien and
all Priority Liens upon such property, the Holders of Notes, the Trustee and the
Collateral Agent will not oppose or otherwise contest the entry of such order,
except that any such order approving a sale of assets or the bidding procedures
for any sale of assets may be opposed or otherwise contested by them based on
any ground that may be asserted by a holder of unsecured claims.

        (b) The Holders of Notes, the Trustee and the Collateral Agent will not
file or prosecute in any Insolvency or Liquidation Proceeding any motion for
adequate protection (or any comparable request for relief) based upon their
interests in the Collateral under the Note Liens, except that:

                (1) they may freely seek and obtain relief:

                        (A) granting a junior lien co-extensive in all respects
                with, but subordinated (as set forth in this Article 13) in all
                respects to, all Liens granted in such Insolvency or Liquidation
                Proceeding to the holders of Priority Lien Debt; or

                        (B) in connection with the confirmation of any plan of
                reorganization or similar dispositive restructuring plan; and

                (2) they may freely seek and obtain any relief upon a motion for
        adequate protection (or any comparable relief), without any condition or
        restriction whatsoever, at any time after the Discharge of Priority Lien
        Obligations.

                (c) If, in any Insolvency or Liquidation Proceeding, debt
        obligations of the reorganized debtor secured by Liens upon any property
        of the reorganized debtor are distributed, both on account of Priority
        Lien Debt and on account of the Notes, then, to the extent the debt
        obligations distributed on account of the Priority Lien Debt and on
        account of the Notes are secured by Liens upon the same property, the
        provisions of this Article 13 will survive the distribution of such debt
        obligations pursuant to such plan and will apply with like effect to the
        Liens securing such debt obligations.


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        (d) The Holders of Notes and the Trustee will not assert or enforce, at
any time prior to the Discharge of Priority Lien Obligations, any claim under
ss.506(c) of the United States Bankruptcy Code senior to or on a parity with the
Priority Liens for costs or expenses of preserving or disposing of any
Collateral.

Section 13.06     Relative Rights.

        This Article 13 defines the relative rights, as lienholders, of holders
of Note Liens and holders of Priority Liens. Nothing in this Indenture will:

                (1) impair, as between the Company and Holders, the obligation
        of the Company, which is absolute and unconditional, to pay principal
        of, premium and interest and Liquidated Damages, if any, on the Notes
        in accordance with their terms or to perform any other obligation of
        the Company or any other Obligor under the Security Documents or this
        Indenture;

                (2) affect the relative rights of Holders and creditors of the
        Company or any of its Restricted Subsidiaries (other than holders of
        Priority Liens);

                (3) restrict the right of any Holder to sue for payments that
        are then due and owing (but not enforce any judgment in respect thereof
        against any Collateral other than any action not specifically
        prohibited by this Article 13);

                (4) prevent the Trustee, the Collateral Agent or any Holder of
        Notes from exercising against the Company or any other Guarantor any of
        its other available remedies upon a Default or Event of Default not
        specifically prohibited by this Article 13; or

                (5) restrict the right of the Trustee, the Collateral Agent or
        any Holder of Notes to take any lawful action in an Insolvency or
        Liquidation Proceeding not specifically prohibited by this Article 13.

        If the Company or any Restricted Subsidiary fails because of this
Article 13 to perform any obligation binding upon it under any Security
Document, the failure is still a Default or Event of Default.

                                  ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01      Trust Indenture Act Controls.

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties will control.

Section 14.02      Notices.

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


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<PAGE>


        If to the Company and/or any Guarantor:

        Tekni-Plex, Inc.
        260 N. Denton Tap Road Suite 150
        Coppell, Texas
        Telecopier No.:  (972) 304-6297
        Attention:  Dr. F. Patrick Smith

        With a copy to:
        Davis Polk & Wardwell
        450 Lexington Avenue
        New York, New York 10017
        Telecopier No.:  (212) 450-4800
        Attention:  Francis Morison, Esq.


        If to the Trustee and/or the Collateral Agent:
        HSBC Bank USA
        452 Fifth Avenue
        New York, NY 10018-2706
        Telecopier No.:  (212) 525-1300
        Attention:  Issuer Services

        With a copy to:
        Winston & Strawn LLP
        200 Park Avenue
        New York, New York 10166
        Telecopier No.:  (212) 294-4700
        Attention:  Jeffrey H. Elkin, Esq.


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

        All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery. All notices to
the Trustee or the Collateral Agent shall be deemed duly given and effective
only upon receipt.

        Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it will not
affect its sufficiency with respect to other Holders.

        If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.


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

Section 14.03     Communication by Holders of Notes with Other Holders of Notes.

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

Section 14.04      Certificate and Opinion as to Conditions Precedent.

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

                (1) an Officers' Certificate in form and substance reasonably
        satisfactory to the Trustee (which must include the statements set forth
        in Section 14.05 hereof) stating that, in the opinion of the signers,
        all conditions precedent and covenants, if any, provided for in this
        Indenture relating to the proposed action have been satisfied; and

                (2) an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee (which must include the statements set forth
        in Section 14.05 hereof) stating that, in the opinion of such counsel,
        all such conditions precedent and covenants have been satisfied.

Section 14.05     Statements Required in Certificate or Opinion.

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

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

                (2) 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;

                (3) a statement that, in the opinion of such Person, he or she
        has made such examination or investigation as is necessary to enable him
        or her to express an informed opinion as to whether or not such covenant
        or condition has been satisfied; and

                (4) a statement as to whether or not, in the opinion of such
        Person, such condition or covenant has been satisfied.

Section 14.06     Rules by Trustee and Agents.

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

Section 14.07     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

        No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors


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under the Notes, this Indenture the Subsidiary Guarantees, the Security
Documents or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 14.08     Governing Law.

        THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.09     No Adverse Interpretation of Other Agreements.

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

Section 14.10     Successors.

        All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.05 hereof.

Section 14.11     Severability.

        In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 14.12     Counterpart Originals.

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

Section 14.13     Table of Contents, Headings, etc.

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


Section 14.14     Waivers under Subordinated Note Indenture.

        To the extent the Notes are deemed to have been incurred under the
Credit Agreement for purposes of the Subordinated Note Indenture and, as a
result thereof, the Notes constitute "Designated Senior Debt" as defined
therein, at all times prior to the time the aggregate commitments and all
letters of credit under the Credit Agreement have been terminated and all
Priority Lien Debt has been paid in full in cash in accordance with the terms of
the Priority Lien Documents, neither the Trustee nor any Holder of Notes may
exercise any rights as a holder of Designated Senior Debt under the Subordinated
Note

                                       94


<PAGE>


Indenture, including, without limitation, giving any "Payment Blockage Notice"
pursuant to Section 8.02(a) or 12.02(a) of the Subordinated Note Indenture
commencing, a "Payment Blockage Period" thereunder.

                       [Signatures on following page]









                                       95

<PAGE>



                                SIGNATURES


Dated as of November 21, 2003
                                     TEKNI-PLEX, INC.


                                     By: /s/ Kenneth W.R. Baker
                                         ---------------------------------------
                                         Name:  Kenneth W.R. Baker
                                         Title: President and Chief Operating
                                                Officer



                                     PURETEC CORPORATION
                                     PLASTIC SPECIALTIES AND TECHNOLOGIES. INC.
                                     PLASTIC SPECIALTIES AND TECHNOLOGIES
                                         INVESTMENTS, INC.
                                     BURLINGTON RESINS, INC.
                                     DISTRIBUTORS RECYCLING, INC.
                                     REI DISTRIBUTORS, INC.
                                     NATVAR HOLDINGS, INC.
                                     TRI-SEAL HOLDINGS, INC.
                                     TP-ELM ACQUISITION SUBSIDIARY, INC.
                                     TPI ACQUISITION SUBSIDIARY, INC.
                                         collectively, the Guarantors




                                     By: /s/ Kenneth W.R. Baker
                                         ---------------------------------------
                                         Name:  Kenneth W.R. Baker
                                         Title: President and Chief Operating
                                                Officer





                                      HSBC BANK USA


                                      By: /s/ Frank J. Godino
                                          --------------------------------------
                                          Name: Frank J. Godino
                                          Title: Vice President




                        Signature Page to Indenture


<PAGE>


--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                    8 3/4% Senior Secured Notes due 2013

No. ___                                                            $____________

                             TEKNI-PLEX, INC.

promises to pay to ________ or registered assigns,

the principal sum of __________________________________________________ DOLLARS
on November 15, 2013.

Interest Payment Dates:  May 15 and November 15

Record Dates:  May 1 and November 1

Dated:  _______________, 2003

                                        TEKNI-PLEX, INC.


                                        By:____________________________________
                                           Name:
                                           Title:


                                        By:____________________________________
                                           Name:
                                           Title:



This is one of the Global Notes referred to
in the within-mentioned Indenture:

HSBC BANK USA,
  as Trustee


By: ____________________________________________
               Authorized Signatory


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


<PAGE>




                    8 3/4% Senior Secured Notes due 2013

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

          (1) INTEREST. Tekni-Plex, Inc., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 8 3/4% per annum from November 21, 2003 until maturity, including
     Liquidated Damages, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Liquidated Damages, if any, semi-annually in arrears on May
     15 and November 15 of each year, or if any such day is not a Business Day,
     on the next succeeding Business Day (each, an "Interest Payment Date").
     Interest on the Notes will accrue from the most recent date to which
     interest has been paid or, if no interest has been paid, from November 21,
     2003; provided that if there is no existing Default in the payment of
     interest, and if this Note is authenticated between a record date referred
     to on the face hereof and the next succeeding Interest Payment Date,
     interest shall accrue from such next succeeding Interest Payment Date;
     provided further that the first Interest Payment Date shall be May 15,
     2004. The Company will pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue principal and premium,
     if any, from time to time on demand at a rate that is 1% per annum in
     excess of the rate then in effect; it will pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Liquidated Damages, if any, (without
     regard to any applicable grace periods) at the same rate to the extent
     lawful. Interest will be computed on the basis of a 360-day year of twelve
     30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the May 1
     or November 1 immediately preceding the Interest Payment Date, even if
     such Notes are canceled after such record date and on or before such
     Interest Payment Date, except as provided in Section 2.12 of the Indenture
     with respect to defaulted interest. The Notes will be payable as to
     principal, premium and Liquidated Damages, if any, and interest at the
     office or agency of the Company maintained for such purpose within or
     without the City and State of New York, or, at the option of the Company,
     payment of interest and Liquidated Damages, if any, may be made by check
     mailed to the Holders at their addresses set forth in the register of
     Holders; provided that payment by wire transfer of immediately available
     funds will be required with respect to principal of and interest, premium
     and Liquidated Damages, if any, on, all Global Notes and all other Notes
     the Holders of which will have provided wire transfer instructions to the
     Company or the Paying Agent. Such payment will be in such coin or currency
     of the United States of America as at the time of payment is legal tender
     for payment of public and private debts.

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

                                     A1-2


<PAGE>

          (4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the Notes
     under an Indenture dated as of November 21, 2003 (the "Indenture") among
     the Company, the Guarantors and the Trustee. The terms of the Notes
     include those stated in the Indenture and those made part of the Indenture
     by reference to the TIA (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are
     subject to all such terms, and Holders are referred to the Indenture and
     such Act for a statement of such terms. To the extent any provision of
     this Note conflicts with the express provisions of the Indenture, the
     provisions of the Indenture shall govern and be controlling. The Notes are
     secured obligations of the Company limited to $275.0 million in aggregate
     principal amount. Additional Notes may be issued pursuant to the Indenture
     and will be part of the same series as the Initial Notes. The Notes are
     secured on a second priority basis by security interests in the Collateral
     pursuant to the Security Documents referred to in the Indenture (the
     "Security Documents").

          (5) OPTIONAL REDEMPTION.

     (a) At any time prior to November 15, 2006, the Company may on any one or
more occasions redeem, in whole or in part, up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
108.75% of the principal amount of the Notes redeemed, plus accrued and unpaid
interest and Liquidated Damages, if any, to the redemption date, with the net
cash proceeds of one or more Equity Offerings; provided that:

          (1) at least 65% of the aggregate principal amount of Notes issued
     under this Indenture (excluding Notes held by the Company and its
     Subsidiaries) remains outstanding immediately after the occurrence of such
     redemption; and

          (2) notice of redemption is mailed within 60 days of the date of the
     closing of such Equity Offering.

     (b) On or after November 15, 2008, the Company may, at its option, redeem
all or a part of the Notes upon not less than 30 nor more than 60 days notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any, on
the Notes redeemed, to the applicable redemption date, if redeemed during the
twelve-month period beginning on November 15 of the years indicated below,
subject to the rights of the Holders of the Notes on the relevant record date
to receive interest on the relevant interest payment date that is on or prior
to the date fixed for redemption:

        Year                                              Percentage
        ----                                              ----------
        2008..........................................     104.375%
        2009..........................................     102.917%
        2010..........................................     101.458%
        2011 and thereafter...........................     100.000%

          (6) MANDATORY REDEMPTION.

        The Company will not be required to make mandatory redemption payments
with respect to the Notes.

          (7) REPURCHASE AT THE OPTION OF HOLDER.

          (a) If there is a Change of Control, each Holder will have the right
     to require the Company to repurchase all or any part (equal to $1,000 or
     an integral multiple thereof) of each Holder's Notes ("Change of Control
     Offer") at a purchase price equal to 101% of the aggregate

                                     A1-3


<PAGE>

     principal amount thereof plus accrued and unpaid interest and Liquidated
     Damages thereon, if any, to the date of purchase (the "Change of Control
     Payment"). Within 30 days following any Change of Control, the Company
     will mail a notice to each Holder setting forth the procedures governing
     the Change of Control Offer as required by the Indenture.

          (b) Any Net Proceeds from Asset Sales that are not applied or
     invested as provided in Section 4.10 of the Indenture will be deemed to
     constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
     exceeds $15.0 million, the Company will commence an offer to all Holders
     of Notes and all holders of other Indebtedness that is pari passu with the
     Notes containing provisions similar to those set forth in the Indenture
     with respect to offers to purchase or redeem with the proceeds of sales of
     assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture
     to purchase the maximum principal amount of Notes (including any
     Additional Notes) and other pari passu Indebtedness that may be purchased
     out of the Excess Proceeds at an offer price in cash in an amount equal to
     100% of the principal amount thereof plus accrued and unpaid interest and
     Liquidated Damages thereon, if any, to the date fixed for the closing of
     such offer, in accordance with the procedures set forth in the Indenture.
     To the extent that the aggregate amount of Notes (including any Additional
     Notes) and other pari passu Indebtedness tendered pursuant to an Asset
     Sale Offer is less than the Excess Proceeds, the Company (or such
     Restricted Subsidiary) may use such deficiency for any purpose not
     otherwise prohibited by the Indenture. If the aggregate principal amount
     of Notes and other pari passu Indebtedness surrendered by holders thereof
     exceeds the amount of Excess Proceeds, the Trustee shall select the Notes
     and such other pari passu Indebtedness to be purchased as set forth in
     Sections 3.02 and 3.03 of the Indenture. Upon completion of such Asset
     Sale Offer, the amount of "Excess Proceeds" shall be reset to zero.
     Holders of Notes that are the subject of an offer to purchase will receive
     an Asset Sale Offer from the Company prior to any related purchase date
     and may elect to have such Notes purchased by completing the form entitled
     "Option of Holder to Elect Purchase" attached to the Notes.

          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address, except
     that redemption notices may be mailed more than 60 days prior to a
     redemption date if the notice is issued in connection with a defeasance of
     the Notes or a satisfaction or discharge of the Indenture. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed. On and after the redemption date interest ceases to accrue on
     Notes or portions thereof called for redemption.

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

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

                                     A1-4


<PAGE>

          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture, the Subsidiary Guarantees, the Security Documents or the
     Notes may be amended or supplemented with the consent of the Holders of at
     least a majority in principal amount of the then outstanding Notes and
     Additional Notes, if any, voting as a single class, and any existing
     Default or Event of Default (other than a Default or an Event of Default
     in the payment of principal of, premium or Liquidated Damages, if any, or
     interest on the Notes, except a payment default resulting from an
     acceleration that has been rescinded), or compliance with any provision of
     the Indenture or the Notes may be waived with the consent of the Holders
     of a majority in principal amount of the then outstanding Notes and
     Additional Notes, if any, voting as a single class. Without the consent of
     any Holder of a Note, the Indenture, the Subsidiary Guarantees, the
     Security Documents or the Notes may be amended or supplemented to cure any
     ambiguity, defect or inconsistency, to provide for uncertificated Notes in
     addition to or in place of certificated Notes, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that
     would provide any additional rights or benefits to the Holders of the
     Notes or that does not adversely affect the legal rights under the
     Indenture of any such Holder, to comply with the requirements of the SEC
     in order to effect or maintain the qualification of the Indenture under
     the TIA, to conform the text of the Indenture, the Security Documents or
     the Notes to any provision of the "Description of Notes" Section of the
     Company's Offering Memorandum dated November 12, 2003, relating to the
     initial offering of the Notes, to the extent that such provision in that
     "Description of Notes" was intended to be a verbatim recitation of a
     provision of the Indenture, the Subsidiary Guarantees or the Notes; to add
     any additional assets to the Collateral; to reflect the grant of Liens on
     the Collateral for the benefit of an additional secured party, to the
     extent that such Indebtedness and the Lien securing such Indebtedness is
     permitted by the terms of the Indenture; to release Collateral from the
     Lien of the Indenture and the Security Documents when permitted or
     required by the Indenture or the Security Documents; or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Subsidiary Guarantee with respect to the Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
     for 30 days in the payment when due of interest on or Liquidated Damages,
     if any, with respect to the Notes; (ii) default in payment when due of
     principal of or premium, if any, on the Notes when the same becomes due
     and payable at maturity, upon redemption (including in connection with an
     offer to purchase) or otherwise, (iii) default in the payment of principal
     of and interest on Notes required to be purchased pursuant to an offer to
     purchase as described under Section 4.10 and Section 4.15 of the Indenture
     (iv) failure by the Company to perform or comply with any of the
     provisions described under Section 5.01 of the Indenture; (v) failure by
     the Company for 60 days after notice to the Company by the Trustee or the
     Holders of at least 25% in principal amount of the Notes then outstanding
     voting as a single class to comply with certain other agreements in the
     Indenture, the Notes or the Security Documents; (vi) defaults under the
     terms of one or more instruments evidencing or securing Indebtedness of
     the Company or any of its Restricted Subsidiaries having an outstanding
     principal amount of $20.0 million or more individually or in the aggregate
     that has resulted in the acceleration of the payment of such Indebtedness
     or failure to pay principal when due at the Stated Maturity of any such
     Indebtedness; (vii) there shall have been rendered a final judgment or
     judgments (not subject to appeal) against the Company or any of its
     Restricted Subsidiaries in an amount of $10.0 million or more which
     remains undischarged or unstayed for a period of 60 days after the date on
     which the right to appeal has expired; (viii) the denial or disaffirmation
     by the Company or any of its Restricted Subsidiaries, or any person acting
     on behalf of any of them, in writing, of any material obligation of the
     Company or any of its Restricted Subsidiaries set forth in or arising
     under any Security Documents; (ix) certain events of bankruptcy,
     insolvency or reorganization described in the Indenture with respect to
     the Company or any of its Restricted Subsidiaries that is a Significant
     Subsidiary or any group of Restricted

                                     A1-5


<PAGE>

     Subsidiaries that, taken together, would constitute a Significant
     Subsidiary; (x) any Subsidiary Guarantee from a Significant Subsidiary, or
     any group of Restricted Subsidiaries that, taken together, would
     constitute a Significant Subsidiary, ceases to be in full force and effect
     or is declared null and void and unenforceable or is found to be invalid
     or a Guarantor denies in writing its liability under the Subsidiary
     Guarantee (other than by reason of a release of such Guarantor from the
     Subsidiary Guarantee in accordance with the terms of the indenture, the
     security documents and the Subsidiary Guarantee); and (xi) except as
     permitted by the Indenture, any Security Document or any Note Lien
     purported to be granted thereby on an asset or assets fails to constitute
     a valid and (to the extent required by the security documents) perfected
     Lien on any material part of the Collateral purported to be subject
     thereto. If any Event of Default occurs and is continuing, the Trustee or
     the Holders of at least 25% in principal amount of the then outstanding
     Notes may declare all the Notes to be due and payable immediately,
     provided, that so long as the Credit Agreement shall be in full force and
     effect, if an Event of Default shall have occurred and be continuing
     (other than as specified under clause (ix) above), the Notes shall not
     become due and payable until the earlier to occur of (1) five Business
     Days following delivery of a written notice of such acceleration of the
     Notes to the agent under the Credit Agreement, if such Event of Default
     has not been cured prior to such fifth Business Day, and (2) the
     acceleration of any Indebtedness under the Credit Agreement..
     Notwithstanding the foregoing, in the case of an Event of Default arising
     from certain events of bankruptcy or insolvency, all outstanding Notes
     will become due and payable without further action or notice. Holders may
     not enforce the Indenture or the Notes except as provided in the
     Indenture. Subject to certain limitations, Holders of a majority in
     principal amount of the then outstanding Notes may direct the Trustee in
     its exercise of any trust or power. The Trustee may withhold from Holders
     of the Notes notice of any continuing Default or Event of Default (except
     a Default or Event of Default relating to the payment of principal or
     interest) if it determines that withholding notice is in their interest.
     The Holders of a majority in aggregate principal amount of the Notes then
     outstanding by notice to the Trustee may on behalf of the Holders of all
     of the Notes waive any existing Default or Event of Default and its
     consequences under the Indenture except a continuing Default or Event of
     Default in the payment of interest on, or the principal of, the Notes. The
     Company is required to deliver to the Trustee annually a statement
     regarding compliance with the Indenture, and the Company is required upon
     becoming aware of any Default or Event of Default, to deliver to the
     Trustee a statement specifying such Default or Event of Default.

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

          (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, will not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
     or for any claim based on, in respect of, or by reason of, such
     obligations or their creation. Each Holder by accepting a Note waives and
     releases all such liability. The waiver and release are part of the
     consideration for the issuance of the Notes.

          (15) LIEN RANKING. The Notes, the Subsidiary Guarantees and the other
     Note Obligations are secured by Note Liens upon the Collateral pursuant to
     the Security Documents. The Note Liens are subordinate in ranking to all
     current and future Priority Liens as set forth in Article 13 of the
     Indenture.

                                     A1-6


<PAGE>

          (16) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (17) ABBREVIATIONS. Customary abbreviations may be used in the name
     of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
     ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian), and
     U/G/M/A (= Uniform Gifts to Minors Act).

          (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
     RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the
     Registration Rights Agreement dated as of November 21, 2003, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in
     one or more registration rights agreements, if any, among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as
     printed on the Notes or as contained in any notice of redemption and
     reliance may be placed only on the other identification numbers placed
     thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture, the Registration Rights Agreement and/or any of
the Security Agreements. Requests may be made to:

Tekni-Plex, Inc.
201 Industrial Parkway
Somerville, New Jersey 08876

Attention:  Chief Financial Officer

                                     A1-7

<PAGE>



                              ASSIGNMENT FORM

        To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                              (Insert assignee's legal name)

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date: _______________

                           Your Signature:______________________________________
                                          (Sign exactly as your name appears on
                                                the face of this Note)

Signature Guarantee*:_________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


                                     A1-8

<PAGE>



                     OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                       []Section 4.10               []Section 4.15

        If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                            $_______________

Date: ________________


                           Your Signature:______________________________________
                                          (Sign exactly as your name appears on
                                                the face of this Note)

                           Tax Identification No.:______________________________


Signature Guarantee*: __________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                     A1-9

<PAGE>



            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


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

<TABLE>

                                                                      Principal Amount
                                                                     at maturity of this
                        Amount of decrease    Amount of increase in       Global Note          Signature of
                        in Principal Amount      Principal Amount      following such       authorized officer
                          at maturity of         at maturity of            decrease            of Trustee or
    Date of Exchange     this Global Note        this Global Note       (or increase)           Custodian
    ----------------    ------------------    --------------------   --------------------   ------------------
<S>                     <C>                  <C>                    <C>                    <C>
</TABLE>





                                     A1-10


<PAGE>


                                                                   [EXHIBIT A2]



                [Face of Regulation S Temporary Global Note]
________________________________________________________________________________


                                                       CUSIP/CINS __________


                    8 3/4% Senior Secured Notes due 2013


No. ___                                                          $__________

                             TEKNI-PLEX, INC.


promises to pay to _______ or registered assigns,

the principal sum of ________________________________________________ DOLLARS
on November 15, 2013.

Interest Payment Dates:  May 15 and November 15

Record Dates:  May 1 and November 1

Dated:  _______________, 2003

                                                TEKNI-PLEX, INC.


                                                By:_____________________________
                                                   Name:
                                                   Title:


                                                By:_____________________________
                                                   Name:
                                                   Title:


This is one of the Global Notes referred to
 in the within-mentioned Indenture:

HSBC BANK USA,
  as Trustee


By:______________________________
       Authorized Signatory


________________________________________________________________________________

                                      A-2

<PAGE>




                [Back of Regulation S Temporary Global Note]
                    8 3/4% Senior Secured Notes due 2013

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

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

          (1) INTEREST. Tekni-Plex, Inc., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 8 3/4% per annum from November 21, 2003 until maturity, including
     Liquidated Damages, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Liquidated Damages, if any, semi-annually in arrears on May
     15 and November 15 of each year, or if any such day is not a Business Day,
     on the next succeeding Business Day (each, an "Interest Payment Date").
     Interest on the Notes will accrue from the most recent date to which
     interest has been paid or, if no interest has been paid, from November 21,
     2003; provided that if there is no existing Default in the payment of
     interest, and if this Note is authenticated between a record date referred
     to on the face hereof and the next succeeding Interest Payment Date,
     interest shall accrue from such next succeeding Interest Payment Date;
     provided further that the first Interest Payment Date shall be May 15,
     2004. The Company will pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue principal and premium,
     if any, from time to time on demand at a rate that is 1% per annum in
     excess of the rate then in effect; it will pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Liquidated Damages, if any, (without
     regard to any applicable grace periods) at the same rate to the extent
     lawful. Interest will be computed on the basis of a 360-day year of twelve
     30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the May 1
     or November 1 immediately preceding the Interest Payment Date, even if
     such Notes are canceled after such record date and on or before such
     Interest Payment Date, except as provided in Section 2.12 of the Indenture
     with respect to defaulted interest. The Notes will be payable as to
     principal, premium and Liquidated Damages, if any, and interest at the
     office or agency of the Company maintained for such purpose within or
     without the City and State of New York, or, at the option of the Company,
     payment of interest and Liquidated Damages, if any, may be made by check
     mailed to the Holders at their addresses set forth in the register of
     Holders; provided that payment by wire transfer of immediately available
     funds will be required with respect to principal of and interest, premium
     and Liquidated Damages, if any, on, all Global Notes and all other Notes
     the Holders of which will have provided wire transfer instructions to the
     Company or the Paying Agent. Such payment will be in such coin or currency
     of the United States of America as at the time of payment is legal tender
     for payment of public and private debts.

                                     A2-2


<PAGE>

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

          (4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the Notes
     under an Indenture dated as of November 21, 2003 (the "Indenture") among
     the Company, the Guarantors and the Trustee. The terms of the Notes
     include those stated in the Indenture and those made part of the Indenture
     by reference to the TIA (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are
     subject to all such terms, and Holders are referred to the Indenture and
     such Act for a statement of such terms. To the extent any provision of
     this Note conflicts with the express provisions of the Indenture, the
     provisions of the Indenture shall govern and be controlling. The Notes are
     secured obligations of the Company limited to $275.0 million in aggregate
     principal amount. Additional Notes may be issued pursuant to the Indenture
     and will be part of the same series as the Initial Notes. The Notes are
     secured on a second priority basis by security interests in the Collateral
     pursuant to the Security Documents referred to in the Indenture (the
     "Security Documents").

          (5) OPTIONAL REDEMPTION.

     (a) At any time prior to November 15, 2006, the Company may on any one or
more occasions redeem, in whole or in part, up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
108.75% of the principal amount of the Notes redeemed, plus accrued and unpaid
interest and Liquidated Damages, if any, to the redemption date, with the net
cash proceeds of one or more Equity Offerings; provided that:

          (1) at least 65% of the aggregate principal amount of Notes issued
     under this Indenture (excluding Notes held by the Company and its
     Subsidiaries) remains outstanding immediately after the occurrence of such
     redemption; and

          (2) notice of redemption is mailed within 60 days of the date of the
     closing of such Equity Offering.

     (b) On or after November 15, 2008, the Company may, at its option, redeem
all or a part of the Notes upon not less than 30 nor more than 60 days notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any, on
the Notes redeemed, to the applicable redemption date, if redeemed during the
twelve-month period beginning on November 15 of the years indicated below,
subject to the rights of the Holders of the Notes on the relevant record date
to receive interest on the relevant interest payment date that is on or prior
to the date fixed for redemption:

        Year                                                  Percentage
        ----                                                  ----------
        2008.................................................   104.375%
        2009.................................................   102.917%
        2010.................................................   101.458%
        2011 and thereafter..................................   100.000%

          (6) MANDATORY REDEMPTION.

     The Company will not be required to make mandatory redemption payments
with respect to the Notes.

                                     A2-3


<PAGE>

(7) REPURCHASE AT THE OPTION OF HOLDER.

         (a) If there is a Change of Control, each Holder will have the right
to require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's Notes ("Change of Control Offer")
at a purchase price equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the
date of purchase (the "Change of Control Payment"). Within 30 days following
any Change of Control, the Company will mail a notice to each Holder setting
forth the procedures governing the Change of Control Offer as required by the
Indenture.

         (b) Any Net Proceeds from Asset Sales that are not applied or invested
as provided in Section 4.10 of the Indenture will be deemed to constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0
million, the Company will commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets (an "Asset Sale
Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and other pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the date fixed
for the closing of such offer, in accordance with the procedures set forth in
the Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Restricted Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness surrendered by holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and such other pari
passu Indebtedness to be purchased as set forth in Sections 3.02 and 3.03 of
the Indenture. Upon completion of such Asset Sale Offer, the amount of "Excess
Proceeds" shall be reset to zero. Holders of Notes that are the subject of an
offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" attached to
the Notes.

          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address, except
     that redemption notices may be mailed more than 60 days prior to a
     redemption date if the notice is issued in connection with a defeasance of
     the Notes or a satisfaction or discharge of the Indenture. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed. On and after the redemption date interest ceases to accrue on
     Notes or portions thereof called for redemption.

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
     form without coupons in denominations of $1,000 and integral multiples of
     $1,000. The transfer of Notes may be registered and Notes may be exchanged
     as provided in the Indenture. The Registrar and the Trustee may require a
     Holder, among other things, to furnish appropriate endorsements and
     transfer documents and the Company may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Company need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Company need not exchange or register
     the transfer of

                                     A2-4


<PAGE>

     any Notes for a period of 15 days before a selection of Notes to be
     redeemed or during the period between a record date and the corresponding
     Interest Payment Date.

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

          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture, the Subsidiary Guarantees, the Security Documents or the
     Notes may be amended or supplemented with the consent of the Holders of at
     least a majority in principal amount of the then outstanding Notes and
     Additional Notes, if any, voting as a single class, and any existing
     Default or Event of Default (other than a Default or an Event of Default
     in the payment of principal of, premium or Liquidated Damages, if any, or
     interest on the Notes, except a payment default resulting from an
     acceleration that has been rescinded), or compliance with any provision of
     the Indenture or the Notes may be waived with the consent of the Holders
     of a majority in principal amount of the then outstanding Notes and
     Additional Notes, if any, voting as a single class. Without the consent of
     any Holder of a Note, the Indenture, the Subsidiary Guarantees, the
     Security Documents or the Notes may be amended or supplemented to cure any
     ambiguity, defect or inconsistency, to provide for uncertificated Notes in
     addition to or in place of certificated Notes, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that
     would provide any additional rights or benefits to the Holders of the
     Notes or that does not adversely affect the legal rights under the
     Indenture of any such Holder, to comply with the requirements of the SEC
     in order to effect or maintain the qualification of the Indenture under
     the TIA, to conform the text of the Indenture, the Security Documents or
     the Notes to any provision of the "Description of Notes" Section of the
     Company's Offering Memorandum dated November 12, 2003, relating to the
     initial offering of the Notes, to the extent that such provision in that
     "Description of Notes" was intended to be a verbatim recitation of a
     provision of the Indenture, the Subsidiary Guarantees or the Notes; to add
     any additional assets to the Collateral; to reflect the grant of Liens on
     the Collateral for the benefit of an additional secured party, to the
     extent that such Indebtedness and the Lien securing such Indebtedness is
     permitted by the terms of the Indenture; to release Collateral from the
     Lien of the Indenture and the Security Documents when permitted or
     required by the Indenture or the Security Documents; or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Subsidiary Guarantee with respect to the Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
     for 30 days in the payment when due of interest on or Liquidated Damages,
     if any, with respect to the Notes; (ii) default in payment when due of
     principal of or premium, if any, on the Notes when the same becomes due
     and payable at maturity, upon redemption (including in connection with an
     offer to purchase) or otherwise, (iii) default in the payment of principal
     of and interest on Notes required to be purchased pursuant to an offer to
     purchase as described under Section 4.10 and Section 4.15 of the Indenture
     (iv) failure by the Company to perform or comply with any of the
     provisions described under Section 5.01 of the Indenture; (v) failure by
     the Company for 60 days after notice to the Company by the Trustee or the
     Holders of at least 25% in principal amount of the Notes then outstanding
     voting as a single class to comply with certain other agreements in the
     Indenture, the Notes or the Security Documents; (vi) defaults under the
     terms of one or more instruments evidencing or securing Indebtedness of
     the Company or any of its Restricted Subsidiaries having an outstanding
     principal amount of $20.0 million or more individually or in the aggregate
     that has resulted in the acceleration of the payment of such Indebtedness
     or failure to pay principal when due at the Stated Maturity of any such
     Indebtedness; (vii) there shall have been rendered a final judgment or
     judgments (not subject to appeal) against the Company or any of its
     Restricted Subsidiaries in an amount of $10.0 million or more which
     remains undischarged or unstayed for a

                                     A2-5


<PAGE>

     period of 60 days after the date on which the right to appeal has expired;
     (viii) the denial or disaffirmation by the Company or any of its
     Restricted Subsidiaries, or any person acting on behalf of any of them, in
     writing, of any material obligation of the Company or any of its
     Restricted Subsidiaries set forth in or arising under any Security
     Documents; (ix) certain events of bankruptcy, insolvency or reorganization
     described in the Indenture with respect to the Company or any of its
     Restricted Subsidiaries that is a Significant Subsidiary or any group of
     Restricted Subsidiaries that, taken together, would constitute a
     Significant Subsidiary; (x) any Subsidiary Guarantee from a Significant
     Subsidiary, or any group of Restricted Subsidiaries that, taken together,
     would constitute a Significant Subsidiary, ceases to be in full force and
     effect or is declared null and void and unenforceable or is found to be
     invalid or a Guarantor denies in writing its liability under the
     Subsidiary Guarantee (other than by reason of a release of such Guarantor
     from the Subsidiary Guarantee in accordance with the terms of the
     indenture, the security documents and the Subsidiary Guarantee); and (xi)
     except as permitted by the Indenture, any Security Document or any Note
     Lien purported to be granted thereby on an asset or assets fails to
     constitute a valid and (to the extent required by the security documents)
     perfected Lien on any material part of the Collateral purported to be
     subject thereto. If any Event of Default occurs and is continuing, the
     Trustee or the Holders of at least 25% in principal amount of the then
     outstanding Notes may declare all the Notes to be due and payable
     immediately, provided, that so long as the Credit Agreement shall be in
     full force and effect, if an Event of Default shall have occurred and be
     continuing (other than as specified under clause (ix) above), the Notes
     shall not become due and payable until the earlier to occur of (1) five
     Business Days following delivery of a written notice of such acceleration
     of the Notes to the agent under the Credit Agreement, if such Event of
     Default has not been cured prior to such fifth Business Day, and (2) the
     acceleration of any Indebtedness under the Credit Agreement..
     Notwithstanding the foregoing, in the case of an Event of Default arising
     from certain events of bankruptcy or insolvency, all outstanding Notes
     will become due and payable without further action or notice. Holders may
     not enforce the Indenture or the Notes except as provided in the
     Indenture. Subject to certain limitations, Holders of a majority in
     principal amount of the then outstanding Notes may direct the Trustee in
     its exercise of any trust or power. The Trustee may withhold from Holders
     of the Notes notice of any continuing Default or Event of Default (except
     a Default or Event of Default relating to the payment of principal or
     interest) if it determines that withholding notice is in their interest.
     The Holders of a majority in aggregate principal amount of the Notes then
     outstanding by notice to the Trustee may on behalf of the Holders of all
     of the Notes waive any existing Default or Event of Default and its
     consequences under the Indenture except a continuing Default or Event of
     Default in the payment of interest on, or the principal of, the Notes. The
     Company is required to deliver to the Trustee annually a statement
     regarding compliance with the Indenture, and the Company is required upon
     becoming aware of any Default or Event of Default, to deliver to the
     Trustee a statement specifying such Default or Event of Default.

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

          (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, will not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
     or for any claim based on, in respect of, or by reason of, such
     obligations or their creation. Each Holder by accepting a Note waives and
     releases all such liability. The waiver and release are part of the
     consideration for the issuance of the Notes.

                                     A2-6


<PAGE>

          (15) LIEN RANKING. The Notes, the Subsidiary Guarantees and the other
     Note Obligations are secured by Note Liens upon the Collateral pursuant to
     the Security Documents. The Note Liens are subordinate in ranking to all
     current and future Priority Liens as set forth in Article 13 of the
     Indenture.

          (16) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (17) ABBREVIATIONS. Customary abbreviations may be used in the name
     of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
     ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian), and
     U/G/M/A (= Uniform Gifts to Minors Act).

          (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
     RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the
     Registration Rights Agreement dated as of November 21, 2003, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in
     one or more registration rights agreements, if any, among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as
     printed on the Notes or as contained in any notice of redemption and
     reliance may be placed only on the other identification numbers placed
     thereon.

        The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture, the Registration Rights Agreement and/or any of
the Security Agreements. Requests may be made to:

Tekni-Plex, Inc.
201 Industrial Parkway
Somerville, New Jersey 08876

Attention:  Chief Financial Officer

                                     A2-7

<PAGE>


                              ASSIGNMENT FORM

        To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)
________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date: _________________

                                Your Signature:________________________________
                                              (Sign exactly as your name appears
                                                    on the face of this Note)

Signature Guarantee*: ___________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                     A2-9

<PAGE>



                     OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                []Section 4.10                []Section 4.15

        If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                            $_______________

Date:  _______________

                                Your Signature:________________________________
                                              (Sign exactly as your name appears
                                                    on the face of this Note)

Signature Guarantee*: ___________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                     A2-10


<PAGE>



          SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE


        The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges in part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:


<TABLE>
                                                                    Principal Amount
                                                                   at maturity of this
                     Amount of decrease    Amount of increase in        Global Note         Signature of
                     in Principal Amount      Principal Amount        following such     authorized officer
                       at maturity of         at maturity of           decrease            of Trustee or
 Date of Exchange      this Global Note       this Global Note        (or increase)          Custodian
 ----------------    -------------------   ---------------------   -------------------   ------------------
<S>                   <C>                    <C>                    <C>                  <C>

</TABLE>



                                     A2-11


<PAGE>


                                                                      EXHIBIT B


                       FORM OF CERTIFICATE OF TRANSFER

Tekni-Plex, Inc.
260 N. Denton Tap Road Suite 150
Coppell, Texas 75019

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018-2706
Telecopier No.:  (212) 525-1300

        Re:  8 3/4% Senior Secured Notes due 2013

        Reference is hereby made to the Indenture, dated as of November 21,
2003 (the "Indenture"), among Tekni-Plex, Inc. as issuer (the "Company"), the
Guarantors party thereto and HSBC Bank USA, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

        ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                          [CHECK ALL THAT APPLY]

    1. [] Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

    2. [] Check if Transferee will take delivery of a beneficial interest in
the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the

                                      B-1


<PAGE>

proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Permanent Global Note, the Regulation S Temporary Global Note
and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.

    3. [] Check and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Restricted Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                (a) []  such Transfer is being effected pursuant to and in
          accordance with Rule 144 under the Securities Act;

                                   or

                (b) []  such Transfer is being effected to the Company or a
          subsidiary thereof;

                                   or

                (c) []  such Transfer is being effected pursuant to an effective
          registration statement under the Securities Act and in compliance
          with the prospectus delivery requirements of the Securities Act;

                                   or

                (d) []  such Transfer is being effected to an Institutional
          Accredited Investor and pursuant to an exemption from the
          registration requirements of the Securities Act other than Rule 144A,
          Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
          certifies that it has not engaged in any general solicitation within
          the meaning of Regulation D under the Securities Act and the Transfer
          complies with the transfer restrictions applicable to beneficial
          interests in a Restricted Global Note or Restricted Definitive Notes
          and the requirements of the exemption claimed, which certification is
          supported by (1) a certificate executed by the Transferee in the form
          of Exhibit D to the Indenture and (2) if such Transfer is in respect
          of a principal amount of Notes at the time of transfer of less than
          $250,000, an Opinion of Counsel provided by the Transferor or the
          Transferee (a copy of which the Transferor has attached to this
          certification), to the effect that such Transfer is in compliance
          with the Securities Act. Upon consummation of the proposed transfer
          in accordance with the terms of the Indenture, the transferred
          beneficial interest or Definitive Note will be subject to the
          restrictions on transfer enumerated in the Private Placement Legend
          printed on the IAI Global Note and/or the Restricted Definitive Notes
          and in the Indenture and the Securities Act.

    4. [] Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

   (a) [] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the

                                      B-2


<PAGE>

United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

     (b) [] Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

     (c) [] Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                                ________________________________
                                                  [Insert Name of Transferor]



                                                By:_____________________________
                                                   Name:
                                                   Title:

        Dated: _________________________

                                      B-3

<PAGE>




                     ANNEX A TO CERTIFICATE OF TRANSFER

        1. The Transferor owns and proposes to transfer the following:

                         [CHECK ONE OF (a) OR (b)]

               (a) [] a beneficial interest in the:

                        (i) [] 144A Global Note (CUSIP _________), or

                       (ii) [] Regulation S Global Note (CUSIP _________), or

                      (iii) [] IAI Global Note (CUSIP _________); or

               (b) [] a Restricted Definitive Note.

        2. After the Transfer the Transferee will hold:

                                [CHECK ONE]

               (a) [] a beneficial interest in the:

                        (i) [] 144A Global Note (CUSIP _________), or

                       (ii) [] Regulation S Global Note (CUSIP _________), or

                      (iii) [] IAI Global Note (CUSIP _________); or

                       (iv) [] Unrestricted Global Note (CUSIP _________); or

               (b) [] a Restricted Definitive Note; or

               (c) [] an Unrestricted Definitive Note,

               in accordance with the terms of the Indenture.

                                      B-4

<PAGE>


                                                                      EXHIBIT C


                       FORM OF CERTIFICATE OF EXCHANGE

Tekni-Plex, Inc.
260 N. Denton Tap Road Suite 150
Coppell, Texas 75019

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018-2706
Telecopier No.:  (212) 525-1300


        Re:  8 3/4% Senior Secured Notes due 2013

                           (CUSIP ____________)

        Reference is hereby made to the Indenture, dated as of November 21,
2003 (the "Indenture"), among Tekni-Plex, Inc. as issuer (the "Company"), the
Guarantors party thereto and HSBC Bank USA, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

        __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

        1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

        (a) [] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

        (b) [] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

                                      C-1


<PAGE>

       (c) [] Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

       (d) [] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

       2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

       (a) [] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

       (b) [] Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
144A Global Note, Regulation S Global Note, IAI Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                            ____________________________________
                                                [Insert Name of Transferor]

                                      C-2

<PAGE>

                                            By:_________________________________
                                               Name:
                                               Title:

Dated:  ______________________

                                      C-3

<PAGE>


                                                                      EXHIBIT D


                         FORM OF CERTIFICATE FROM
                 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Tekni-Plex, Inc.
260 N. Denton Tap Road Suite 150
Coppell, Texas 75019

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018-2706
Telecopier No.:  (212) 525-1300

        Re:  8 3/4% Senior Secured Notes due 2013

        Reference is hereby made to the Indenture, dated as of November 21,
2003 (the "Indenture"), among Tekni-Plex, Inc. as issuer (the "Company"), the
Guarantors party thereto and HSBC Bank USA, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

        In connection with our proposed purchase of $____________ aggregate
principal amount of:

        (a) []    a beneficial interest in a Global Note, or

        (b) []    a Definitive Note,

        we confirm that:

        1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

        2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                                      D-1

<PAGE>




        3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

        4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

        5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

        You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                         _______________________________________
                                            [Insert Name of Accredited Investor]


                                         By:____________________________________
                                            Name:
                                            Title:

Dated:  _______________________


                                      D-2

<PAGE>


                                                                      EXHIBIT E


                       [FORM OF NOTATION OF GUARANTEE]

        For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of November 15, 2003 (the "Indenture")
among Tekni-Plex, Inc. (the "Company"), the Guarantors party thereto and HSBC
Bank USA, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium and Liquidated Damages, if any, and interest on, the
Notes, whether at maturity, by acceleration, redemption or otherwise, the due
and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee.

        Capitalized terms used but not defined herein have the meanings given
to them in the Indenture.


                                                [NAME OF GUARANTOR(S)]


                                                By:_____________________________
                                                   Name:
                                                   Title:

                                      E-1

<PAGE>



                                                                      EXHIBIT F



                        [FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Tekni-Plex, Inc. (or its permitted successor), a
Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and HSBC Bank USA as trustee under
the Indenture referred to below (the "Trustee").

                            W I T N E S S E T H

        WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of November 21, 2003 providing
for the issuance an aggregate principal amount of $275,000,000 of 8 3/4% Senior
Secured Notes due 2013 plus Additional Notes (the "Notes");

        WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

        WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

        NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

        1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

        2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Subsidiary Guarantee and in this Indenture, including but not
limited to Article 11 hereof.

        4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

        5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

                                      F-1


<PAGE>

        7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

        8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-2

<PAGE>



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

        Dated:  _______________, 20__

                                                [GUARANTEEING SUBSIDIARY]

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                Tekni-Plex, Inc.

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                [EXISTING GUARANTORS]

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                HSBC Bank USA,
                                                  as Trustee

                                                By: ____________________________
                                                    Authorized Signatory

                                      F-3

<PAGE>



                                                                      EXHIBIT G


                   FORM OF SECOND LIEN SECURITY AGREEMENT



                                      G-1


<PAGE>


                                                                      EXHIBIT H


                    FORM OF SECOND LIEN PLEDGE AGREEMENT



                                      H-1


<PAGE>



                                                                      EXHIBIT I


                 FORM OF SECOND LIEN SHARE PLEDGE AGREEMENT


                                      I-1


<PAGE>



                                                                      EXHIBIT J


               FORM OF SECOND LIEN COPYRIGHT SECURITY AGREEMENT


                                      J-1

<PAGE>



                                                                      EXHIBIT L

                FORM OF SECOND LIEN PATENT SECURITY AGREEMENT



                                      K-1


<PAGE>

                                                                      EXHIBIT L


                             FORM OF MORTGAGES


                                      L-1