Form of Senior Floating Rate Toggle Note



 Exhibit 10.26 
 (Face of Senior Floating Rate Toggle Note) 
 PNA INTERMEDIATE HOLDING CORPORATION 
 Senior Floating Rate Toggle Notes due 2013 
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 
 THE SECURITY (OR
ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(1)(a) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. 
 PURSUANT TO SECTION
1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. TO OBTAIN (I) THE ISSUE PRICE OF THIS SECURITY, (II) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, (III) THE ISSUE DATE, OR (IV)
THE YIELD TO MATURITY, CONTACT THE COMPANY’S CHIEF FINANCIAL OFFICER AT 400 NORTHRIDGE ROAD, SUITE 850, ATLANTA, GEORGIA, OR BY PHONE AT (770) 641-6460. 








			
	No.	  	CUSIP NO.

 PNA Intermediate Holding Corporation 
 promises to pay to Cede & Co., or registered assigns, the principal sum of                      on
February 15, 2013. 
 Interest Payment Dates: February 15, May 15, August 15 and November 15, commencing
on May 15, 2007 
 Record Dates: February 1, May 1, August 1 and November 1 
 Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  

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	PNA INTERMEDIATE HOLDING CORPORATION
		
	By:	 	  
		 	 Name:
 Title:



 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the Senior Floating Rate Toggle Notes 
 referred to in the within-mentioned Indenture: 
 Dated: _______________ 
  

			
	THE BANK OF NEW YORK, as trustee
		
	By:	 	  
		 	Authorized Signatory

  

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 (Reverse of Senior Floating Rate Toggle Note) 
 PNA INTERMEDIATE HOLDING CORPORATION 
 Senior Floating Rate Toggle Notes due 2013

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

 (1) Interest. 
 (a) PNA Intermediate Holding Corporation, a Delaware corporation, or its successor (together, “PNA”), promises to pay interest on the principal amount of this Note (“Senior Note”) at a floating rate. PNA will pay
interest in United States dollars (except as otherwise provided herein) quarterly in arrears on February 15, May 15, August 15 and November 15, commencing on May 15, 2007, or if any such day is not a Business Day,
on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Senior Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including
February 12, 2007; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Senior Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date (but after February 12, 2007), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Senior Notes, in which case interest shall accrue from the date of
authentication. PNA shall 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 interest rate on the Senior
Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent
lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Senior Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by U.S.
laws of general application. 
 Cash Interest (defined below) on the Senior Notes will accrue at a rate per annum, reset
quarterly, equal to LIBOR plus the Spread (defined below), as determined by the calculation agent (the “Calculation Agent”), which shall initially be The Bank of New York, and be payable in cash. For any Interest Period after the
initial Interest Period, the Company may, at its option, elect to pay interest on the Senior Notes (1) entirely in cash (“Cash Interest”) or (2) entirely by increasing the principal amount of the outstanding Senior Notes or by
issuing additional PIK Notes (“PIK Interest”). PIK Interest on the Senior Notes will accrue at a rate per annum, reset quarterly, equal to LIBOR plus 0.75% plus the Spread, as determined by the Calculation Agent. PNA must elect the form of
payment of interest (including Additional Interest, if any) with respect to each Interest Period (other than the initial Interest Period) by delivering a notice to the Trustee not later than five (5) Business Days prior to the beginning of each
such Interest Period. The Trustee shall within five (5) Business Days after receipt thereof deliver a corresponding notice to the Holders. In the absence of such an election for any Interest Period, interest on the Senior Notes shall be payable
according to the election for the previous Interest Period. Interest for the first Interest Period commencing on the Issue Date shall be payable entirely in cash. Notwithstanding anything to the contrary, the payment of accrued interest in
connection with any redemption of Senior Notes as described under Sections 3.7, 3.9, 3.10 and 3.11 of the Indenture shall be made solely in cash. At all times, PIK Interest on the Senior Notes will be payable (x) with respect to Senior Notes
represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of the outstanding global Senior Note
by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) and (y) with respect to Senior Notes represented by certificated notes, by issuing PIK Notes in certificated form in an
aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Company, authenticate and deliver such PIK Notes in certificated
form for original issuance to the holders on the relevant record date, as shown by the records of the register of holders. Following an increase in the principal amount of the outstanding global Senior Notes as a result of a PIK Payment, the Senior
Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such
date. All Senior 

  

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Notes issued pursuant to a PIK Payment will mature on February 15, 2013 and will be governed by, and subject to the terms, provisions and conditions of,
the Indenture and shall have the same rights and benefits as the Senior Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. Unless the context otherwise
requires, for all purposes of this Senior Note (i) references to Senior Notes include any Additional Notes actually issued and PIK Notes actually issued and (ii) references to “principal amount” include any increase in the
principal amount of outstanding notes (including PIK Notes) as a result of a PIK Payment. 
 For the purposes of the Senior
Notes, the following definitions shall apply: 
 “Spread” means 7.00%, plus, for each Interest Period commencing (1) on or
after the earlier of (i) the date that is 90 days following the consummation of a Qualified Equity Issuance and (ii) the first anniversary of the Issue Date, and prior to the first anniversary of the date that is 90 days following the
consummation of a Qualified Equity Issuance or the second anniversary of the Issue Date, as applicable, 0.50%, and (2) on or after (i) the first anniversary of the date that is 90 days following the consummation of a Qualified Equity
Issuance or (ii) the second anniversary of the Issue Date, as applicable, an additional 0.50%. 
 “Senior Floating Rate Toggle
Notes” means the Senior Notes. 
 Subject to the issuance of PIK Notes, the Senior Notes will be issued only in fully
registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer, exchange or redemption of Senior Notes, except in certain
circumstances for any tax or other governmental charge that may be imposed in connection therewith. 
 All percentages
resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g. 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)) and all dollar amounts used resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). 
 (b) Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as
of February 12, 2007, among the Issuer and the Initial Purchasers. 
 (2) Method of Payment. PNA will pay interest on the Senior
Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of Senior Notes at the close of business on the February 1, May 1, August 1 and November 1 preceding
the Interest Payment Date, even if such Senior Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Senior Notes
shall be payable as to principal, premium and interest at the office or agency of PNA maintained for such purpose within or without the City and State of New York, or, at the option of PNA, payment of interest 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 shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all
other Senior Notes the Holders of which shall have provided written wire transfer instructions to PNA and the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts. 
 Any payments of principal of and interest on this Senior Note prior to Stated Maturity shall be binding upon all
future Holders of this Senior Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Senior Note shall be
payable only upon presentation and surrender of this Senior Note at an office of the Trustee or the Trustee’s agent appointed for such purposes. 
 (3) Paying Agent, Registrar and Calculation Agent. Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent, Registrar and Calculation Agent. PNA may change any Paying Agent,
Registrar or Calculation Agent without notice to any Holder. PNA or any of its Restricted Subsidiaries may act in any such capacity. 
  

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 (4) Indenture. PNA issued the Senior Notes under an Indenture, dated as of February 12, 2007
(the “Indenture”), between PNA Intermediate Holding Corporation and the Trustee. The terms of the Senior Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent the provisions of this Senior Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Senior Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Senior Notes issued on the Issue Date are senior Obligations of PNA limited to $170,000,000 in aggregate principal amount at maturity, plus amounts, if
any, sufficient to pay premium and interest on outstanding Senior Notes as set forth in Paragraph 1 hereof. The Indenture permits the issuance of Additional Notes and PIK Notes subject to compliance with certain conditions. 
 (5) Optional Redemption. 
 (a)
[Reserved] 
 (b) The Senior Notes may be redeemed, in whole or in part, at the option of PNA upon not less than 30 nor more than 60
days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of their principal amount at maturity from the Issue Date up to (but not including) February 15, 2008 and
thereafter at the percentage set forth below across from the corresponding year (expressed as a percentage of the principal amount at maturity of the Notes to be redeemed), plus accrued and unpaid interest and Additional Interest, if any, to the
applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on February 15 of the years set
forth below: 
  

				
	 Year
	  	Percentage	 
	 2008
	  	102.000	%
	 2009
	  	101.000	%
	 2010 and thereafter
	  	100.000	%

 (6) Mandatory Redemption. 
 (a) Except as set forth under Sections 3.9, 3.10, 3.11, 4.10 and 4.14 of the Indenture, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Senior Notes. 
 (b) Under certain circumstances, if the Senior Notes would otherwise constitute
“applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, PNA shall be required to redeem for cash that portion of each Senior Note then outstanding equal to the Mandatory Principal Redemption
Amount at a price in cash equal to 100% of the principal amount at maturity thereof plus accrued and unpaid interest thereon on the date of redemption. 
 (7) Repurchase at Option of Holder. 
 (a) Upon the occurrence of a Change of Control, each Holder
will have the right to require PNA to repurchase all or any part (equal to $2,000 and any integral multiple of $1,000 in excess thereof) of such Holder’s Senior Notes pursuant to the offer described below (the “Change of Control
Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase. Within 30 days following any Change of Control, PNA will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture. 
 (b) Upon the occurrence of certain Asset Sales, PNA may be required to offer to purchase Senior Notes. 
  

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 (c) Upon the occurrence of a Qualified Equity Issuance, PNA shall be required to offer to purchase Senior
Notes. 
 (d) Holders of the Senior Notes that are the subject of an Offer to Purchase will receive notice of an Offer to Purchase pursuant
to an Asset Sale or a Change of Control from PNA prior to any related Purchase Date and may elect to have such Senior Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below. 
 (8) Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each
Holder whose Senior Notes are to be redeemed at its registered address. Senior Notes in denominations larger than $2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess
thereof), unless all of the Senior Notes held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on the Senior Notes or portions hereof called for redemption. 
 (9) Denominations, Transfer, Exchange. The Senior Notes are in registered form without coupons in initial denominations of $2,000 and any integral
multiple of $1,000 in excess thereof. The transfer of the Senior Notes may be registered and the Senior 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 PNA may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. PNA need not exchange or register the transfer of any Senior Note or portion of a Senior Note
selected for redemption, except for the unredeemed portion of any Senior Note being redeemed in part. Also, it need not exchange or register the transfer of any Senior Notes for a period of 15 days before a selection of Senior 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 Senior Note may be treated as its owner for all purposes. 
 (11) Amendment, Supplement and Waiver. Subject to the
following paragraphs, the Indenture and the Senior Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Senior Notes, including, without
limitation, consents obtained in connection with a purchase of or, tender offer or exchange offer for Senior Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Senior Notes may be waived with
the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Senior Notes, including consents obtained in connection with a tender offer or exchange offer for Senior Notes. 
 Without the consent of any Holders, PNA, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Indenture for any of the following purposes: 
 (1) to evidence the succession of another
Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Senior Notes; 
 (2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon PNA; 
 (3) to add additional Events of Default; 
 (4) to provide for uncertificated Senior Notes in addition to or in place of the certificated Senior Notes including, in the event that PIK Notes are issued in certificated form, to make appropriate amendments to the
Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; 
 (5) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee; 
  

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 (6) to provide for or confirm the issuance of Additional Notes in accordance with the
terms of the Indenture; 
 (7) to add a Guarantor or to release a Guarantor in accordance with the Indenture; 
 (8) to cure any ambiguity, defect or inconsistency; 
 (9) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions
pursuant to this clause (9) shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; or 
 (10) to conform the text of the Indenture or the Senior Notes to any provision of the “Description of Notes” in the PNA
Intermediate Holding Corporation Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture or the Senior Notes. 
 With the consent of the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Senior Notes, PNA, the
Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Senior
Notes or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding
Senior Note affected thereby: 
 (1) change the Stated Maturity of any Senior Note or of any installment of interest on any
Senior Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the
place of payment where, or the coin or currency in which, any Senior Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change
the date on which any Senior Notes may be subject to redemption or reduce the Redemption Price therefor, 
 (2) reduce the
percentage in aggregate principal amount at maturity of the outstanding Senior Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture, 
 (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,

 (4) subordinate, in right of payment, the Senior Notes to any other Debt of the Company, 
 (5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase
any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Senior Note affected thereby, or 
 (6) release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture).

 The Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Senior Notes may on behalf of the
Holders of all the Senior Notes waive any past default under the Indenture and its consequences, except a default: 
 (1) in
any payment in respect of the principal of (or premium, if any) or interest on any Senior Notes (including any Senior Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or 

 

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 (2) in respect of a covenant or provision hereof which under the Indenture cannot be
modified or amended without the consent of the Holder of each outstanding Senior Note affected. 
 (13) Defaults and Remedies. Events
of Default include: 
 (1) default in the payment in respect of the principal of (or premium, if any, on) any Senior Note at
its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise); 
 (2) default
in the payment of any interest upon any Senior Note when it becomes due and payable, and continuance of such default for a period of 30 days; 
 (3) failure to perform or comply with the Indenture provisions described under Section 5.1 thereof; 
 (4) default in the performance, or breach, of any covenant or agreement of the Company in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in
clauses (1), (2) or (3) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in aggregate principal amount at maturity of the outstanding Senior Notes; 
 (5) a default or defaults under any bonds,
debentures, notes or other evidences of Debt (including the PNA Notes but excluding the Senior Notes) by the Company, PNA Group or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at
least $15.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay
at least $15.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto; 
 (6) the entry against the Company or any Restricted Subsidiary that is a Significant Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $15.0 million,
by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatised for a period of 60 consecutive days; or 
 (7) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any 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; 

  

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or (ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (a) is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case; 
 (b) appoints a
Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries 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; or 
 (c) orders the liquidation of the Company or any Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days. 
 If an Event of Default (other than an Event of Default specified in clause (7) above with respect to the Company) occurs and is continuing, then and
in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount at maturity of the outstanding Senior Notes may declare the principal of the Senior Notes and any accrued interest on the Senior Notes to be due and
payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount at maturity of the outstanding Senior Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Senior
Notes, have been cured or waived as provided in the Indenture. 
 In the event of a declaration of acceleration of the Senior Notes solely
because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be automatically rescinded and annulled if the event of default or payment default triggering
such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with
respect thereto and if the rescission and annulment of the acceleration of the Senior Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Senior
Notes. 
 If an Event of Default specified in clause (7) above occurs with respect to the Company, the principal of and any accrued
interest on the Senior Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except
Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so. 
 (14) Trustee Dealings with PNA. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for PNA or its Affiliates, and may otherwise deal with PNA or
its Affiliates, as if it were not the Trustee. 
 (15) No Recourse Against Others. No director, officer, employee, stockholder,
general or limited partner or incorporator, past, present or future, of PNA or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of PNA under the Senior Notes or the Indenture by reason of
his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. 
 (16)
Authentication. This Senior Note shall 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). 
  

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 (18) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Senior Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is
made as to the accuracy of such numbers either as printed on the Senior Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 PNA shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 
 PNA Intermediate Holding Corporation 
 400
Northridge Road, Suite 850 
 Atlanta, Georgia 30350 
 Facsimile: (678) 352-2441 
 Attention: Chris J. Moreton 
  

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 ASSIGNMENT FORM 
 To assign this Senior Note, fill in the form below: (I) or (we) assign and transfer this Senior Note to 
  

			
	  
	(Insert assignee’s soc. sec. or tax I.D. no.)
	  
	  
	  
	(Print or type assignee’s name, address and zip code)
	and irrevocably appoint	  	  

 to transfer this Senior Note on the books of PNA Intermediate Holding Corporation. The agent may substitute
another to act for him. 
  

									
	Date: __________	 		 	
					
		 		 		 	Your Signature:	 	  
		 		 		 		 	(Sign exactly as your name appears on the face of this Senior Note)

 Signature guarantee: 
 (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 
  

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 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Senior Note purchased by PNA pursuant to Section 3.10 (Qualified Equity Issuance), 4.10 (Asset Sale) or 4.14
(Change of Control) of the Indenture, check the box below: 
  

					
	 ̈ Section 3.10	 	 ̈ Section 4.10	 	 ̈ Section 4.14

 If you want to elect to have only part of the Senior Note purchased by PNA pursuant to
Section 3.10, 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ 
  

									
		 		 	
				
	Date:                     	 		 	Your Signature:	 	  
		 		 		 		 	(Sign exactly as your name appears on the Senior Note)

 Tax Identification No.: 
 Signature guarantee: 
 (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 
  

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 CERTIFICATE TO BE DELIVERED UPON 
 EXCHANGE OR REGISTRATION 
 OF TRANSFER RESTRICTED NOTES 
 PNA Intermediate Holding Corporation 
 400 Northridge Road, Suite 850

 Atlanta, Georgia 30350 
 Facsimile: (678) 352-2441

 Attention: Chris J. Moreton 
 The Bank of New York, as Trustee

 101 Barclay Street, 8W 
 New York, New York 10286 

Facsimile: (212) 815-5704 
 Attention: Corporate Trust Division -
Corporate Finance Unit 
  

	 	Re:	PNA INTERMEDIATE HOLDING CORPORATION 

 Senior Floating Rate
Toggle Notes due 2013 CUSIP #  
 Reference is hereby made to that certain Indenture dated February 12, 2007 (the
“Indenture”) between PNA Intermediate Holding Corporation (“PNA”) and The Bank of New York, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set
forth in the Indenture. 
 This certificate relates to $_________ principal amount at maturity of Notes held in (check applicable space) ____ book-entry or
_____ definitive form by the undersigned. 
 The undersigned __________________ (transferor) (check one box below): 
  

	 ̈	hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of
authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; 

  

	 ̈	pursuant to an effective registration statement under the Securities Act of 1933, as amended; or 

  

	 ̈	hereby requests the Trustee to exchange or register the transfer of a Note or Notes to _____________ (transferee). 

 In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(k) under
the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX
BELOW: 
  

	(1)     ̈	to PNA or any of its subsidiaries; or 

  

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

  

	(3)     ̈	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder.


  

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 Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate
in the name of any person other than the registered holder thereof. 
  

	
	
	
	   
	Signature


  

			
	
		
	Signature Guarantee:	 	  
		 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

					
		 		 	[Name of Transferee]
			
	Dated: _________________________	 		 	   
		 		 	NOTICE: To be executed by an executive officer

  

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 SCHEDULE OF EXCHANGES OF SENIOR NOTES 
 The following exchanges of a part of this Global Note for other Senior Notes have been made: 
  

									
	 Date of Exchange
	  	 Amount of Decrease in
Principal Amount at
Maturity of this Global
Note
	  	 Amount of Increase in
Principal Amount at
Maturity of this Global
Note
	  	 Principal Amount at
Maturity of this Global Note
Following Such
Decrease (or
Increase)
	  	 Signature of Authorized
Officer of Trustee or Senior
Note
Custodian

		  		  		  		  	

  

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 FORM OF NOTATIONAL GUARANTEE 
 The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain
Indenture, dated as of February 12, 2007, by and between PNA Intermediate Holding Corporation (“PNA”) and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional
Guarantors) has guaranteed the Notes and the obligations of PNA under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Senior Floating Rate Toggle Notes due 2013 (the
“Notes”) of PNA, a Delaware corporation, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest
on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of PNA to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of
time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. 
 The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article
X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. 
 No stockholder, employee,
officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. 
 This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns
until full and final payment of all of PNA’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the
event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and
conditions hereof. This is a Note Guarantee of payment and not of collectibility. 
 This Note Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each
Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. 
  

 17 








 THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 
 Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. 
 Dated as of _________________ 
  

			
	[NAME OF GUARANTOR]
		
	By:	 	  
		 	 Name:
 Title:



 (SEAL) 
  

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 [FORM OF CERTIFICATE TO BE DELIVERED 
 IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] 
 PNA Intermediate Holding Corporation 

400 Northridge Road, Suite 850 
 Atlanta, Georgia 30350 
 Facsimile: (678) 352-2441 
 Attention: Chris J. Moreton 
 The Bank of New York 
 101 Barclay Street, 8W 
 New York, New York 10286 
 Facsimile: (212) 815-5704 
 Attention: Corporate Trust Division - Corporate Finance Unit 
  

	 	Re:	PNA Intermediate Holding Corporation (“PNA”) 


	 	 	Senior Floating Rate Toggle Notes due 2013 (the “Notes”) 

 Ladies and Gentlemen: 
 In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we
hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby
further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes 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 Notes are being transferred in compliance with any applicable blue
sky securities laws of any state of the United States. 
 You and PNA 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. 
  

			
	Very truly yours,
		
		 	  
		 	[Name of Transferor]
		
	By:	 	  
		 	Authorized Signature


 Signature guarantee: 
 (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 
  

 19 








 [FORM OF CERTIFICATE TO BE DELIVERED 
 IN CONNECTION WITH TRANSFERS 
 PURSUANT TO REGULATION S] 
 PNA Intermediate Holding Corporation 
 400 Northridge Road, Suite 850

 Atlanta, Georgia 30350 
 Facsimile: (678) 352-2441

 Attention: Chris J. Moreton 
 The Bank of New York 101

 Barclay Street, 8W 
 New York, New York 10286 
 Facsimile: (212) 815-5704 
 Attention: Corporate Trust Division -
Corporate Finance Unit 
  

	 	Re:	PNA Intermediate Holding Corporation (“PNA”) 


	 	 	Senior Floating Rate Toggle Notes due 2013 (the “Notes”) 

 Ladies and Gentlemen: 
 In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we
confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
 (1) the offer of the Notes was not made to a person in the United States; 
 (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on
our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf
knows that the transaction has been pre-arranged with a buyer in the United States; 
 (3) no directed selling efforts have
been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and 
 (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 
 In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable
provisions of Rule 903(b) or Rule 904(b), as the case may be. 
 Signature Page to Intercreditor Agreement 
  

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 PNA and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 
  

			
	Very truly yours,
		
		 	  
		 	[Name of Transferor]
	
		
	By:	 	  
		 	Authorized Signature


 Signature guarantee: 
 (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 
  

 21